report fy 2017-18.pdf annual report 2017–2018 c o n t e n t s board of directors, etc notice and...

www.vscl.net.in

Annual Report 2017–2018

C O N T E N T S

Board of Directors, etc

Notice and Explanatory Statements

Directors‟ Report

Annexure to Directors‟ Report

Auditor‟s Report and Annexure to Auditor‟s Report

Balance Sheet, Profit & Loss Account and Cash Flow Statement

Significant Accounting Policies/Schedules/Notes to the financial statements/

Additional Information

VADIVARHE SPECIALITY CHEMICALS LIMITED

Gat No.204, Nashik-Mumbai Highway, Wadivarhe,

Tal-Igatpuri, Dist. Nashik – 422403, Maharashtra State

Phone – 02553 282205 Fax – 02553 282239 E-mail [email protected]

CIN: L24100MH2009PLC190516

Board of Directors

Mr. Sunil H. Pophale (DIN-00064412)

Mrs. Meena S. Pophale (DIN-00834085)

Mr. Ravindra K. Paranjpe (DIN-06816384) (Appointed on 02/05/2017)

Mr. Prasanna P. Rege (DIN-02795136) (Appointed on 02/05/2017)

Mrs. Uttara A. Kher (DIN-07805920) (Appointed on 02/05/2017)

Mr. Rahul D Asthana (DIN-00234247) (Appointed on 11/09/2017)

Mr. Pramod W Gajare (DIN-07932725) (Appointed on 11/09/2017)

Mr. Vasant P Jagtap (DIN-06904144) (Ceased to be Director w.e.f.

30/09/2017)

Factory and Registered Office at:

Gat No 204, Vadivarhe,

Nashik-Mumbai Highway,

Tal-Igatpuri, Dist-Nashik 422 403

Phone: 02553 282200

CIN No: L24100MH2009PLC190516

Website: www.vscl.net.in

E-mail: [email protected]

Bankers

Axis Bank Ltd

Mazda Tower, Trimbak Naka,

GPO Road,Opp. Zilha Parishad,

Nashik 422 001

Tel: 91 - 253-6627497/7422

Auditors

S R Rahalkar & Associates

1, Bhumi Exotica, A Wing,

Near Rathi Amrai, Swami Vivekanand Road,

Off. Gangapur Road, Nashik - 422 013

mailto:[email protected]

http://www.vscl.net.in/

NOTICE IS HEREBY GIVEN THAT THE 9TH

ANNUAL GENERAL MEETING OF

VADIVARHE SPECIALITY CHEMICALS LIMITED WILL BE HELD ON THURSDAY,

AUGUST 02, 2018 AT 11:00 A.M. AT P-17, MIDC AMBAD, MUMBAI AGRA ROAD,

NASHIK, MAHARASHTRA 422010 TO TRANSACT THE FOLLOWING BUSINESS:

Ordinary Business:

1. To receive, consider and adopt the audited financial statements of the Company for the financial

year ended 31st March, 2018 together with the Board‟s Report and the Auditors‟ Report thereon.

2. To appoint a Director in place of Mr. Sunil Haripant Pophale (DIN: 00064412), who retires by

rotation and being eligible offers himself for re-appointment.

Special Business:

3. To consider and if thought fit, approve with or without modification(s) the following resolution as

an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable

provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment

thereof, for the time being in force), Mr. Rahul Durgaprasad Asthana (DIN: 00234247) who was

appointed as an Additional Independent Director in the meeting of the Board of Directors held on

September 11, 2017 and who holds office as such up to the date of this Annual General Meeting,

be and is, hereby appointed as Independent Director of the Company for a term of 5 years w.e.f.

September 11, 2017.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts,

deeds, matters and things and to file necessary e-forms with the Registrar of Companies as may be

necessary to put this resolution to effect”

4. To consider and if thought fit, approve with or without modification(s) the following resolution as

a Special Resolution.

“RESOLVED THAT pursuant to Sections 2(54), 188, 196, 197, 198 and 203 read with

Schedule V and other applicable provisions of if any, of the Companies Act, 2013 (“the Act”),

The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014(including any statutory modifications or re-enactment(s) thereof for the time being) consent

of the Members be and is hereby accorded for appointment and fixing of remuneration of Mr.

Pramod Waman Gajare as Executive Director (DIN:- 07932725) of Rs. 157496/- pm of the

Company liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors, be and are hereby severally

authorised to sign and submit e-form MGT-14 and all relevant e-forms, documents, in respect of

aforesaid appointment with the Registrar of Companies and to do all such acts, deeds and things

as may be necessary or expedient in their entire discretion, for the purpose of giving effect to this

resolution and for matters connected therewith or incidental thereto.‟‟

The details of the terms of appointment and remuneration payable to Mr. Pramod Waman Gajare

are given below:

Tenure of

Remuneration

3 years with effect from 11th

September, 2017

Salary exclusive

of all allowances

Rs. 81350/- per month. The Executive Director shall be entitled to such

increment from time to time as the Board may by its discretion determine

Perquisites and

allowances in

addition to salary

A. House Rent Allowance: The Company will pay House Rent Allowance

of Rs. 16270/- per month to the Executive director.

B. Conveyance Allowance: The Company will pay Conveyance Allowance


C. Children Education Allowance: The Company will pay Children

Education Allowance of Rs. 200/- per month to the Executive director

D. Transport Allowance: The Company will pay Transport Allowance of

Rs. 1600/- per month to the Executive director.

E. Medical Allowance: The Company will pay Medical Allowance of Rs.

6779/- to the Executive director.

Any other benefits, facilities, allowance and expenses as may be allowed

under Company rules/schemes.

Notes: For the purpose of perquisites stated herein above, family means

spouse, dependent children and dependent parents of the appointee.

Perquisites shall be evaluated as per Income Tax Rule wherever applicable

and in the absence of any such rule, Perquisites shall be evaluated at actual

cost.

Retirement

Benefits

A. Gratuity payable shall be in accordance with the rules of the Companies

Act and Gratuity Rules.

B. Earned Leave on full pay and allowances as per the rules of the

Company, leave accumulated shall be encashable of Leave at the end of

the tenure, if any, will not be included in the computation of the ceiling

on perquisites.

Other benefits A. The Executive director shall be entitled to reimbursement of expenses

like Vehicle, Guest Entertainment, and Travelling Expenses actually and

properly incurred during the course of doing legitimate business of the

company.

B. The appointee shall be eligible for Housing, Education and Medical

Loan and other Loans or facilities as applicable in accordance with the

rules of the company and in compliance with the provisions of the

Companies Act, 2013.

C. The Executive Director shall be entitled to reimbursement of expenses

like Vehicle Reimbursement expense- Rs. 6500 pm, Leave Travel

Concession expense- Rs. 6779 p.m., Bonus Ex-gratia expense- Rs. 700/-

p.m., PF Company Contribution expense- Rs.9762/- p.m., and Gratuity-

Rs. 3911/- p.m.

Minimum

Remuneration

The aggregate of the remuneration and perquisites as aforesaid, in any

financial year, shall not exceed the limit set out under Sections 197 and 198

read with Schedule V and other applicable provisions of the Companies Act,

2013 or any statutory modifications or re-enactments thereof for the time

being in force, or otherwise as may be permissible at law.

Provided that where in any financial year, the Company has no profits or its

profits are inadequate, the Company shall pay the above salary and

allowances and provide the perquisites and other amenities as aforesaid to

the Executive Director as and by way of minimum remuneration, subject to

the applicable provisions of Schedule V of the Act and the approval of the

Central Government, if required, or any other approvals as may be required

under law.

“RESOLVED FURTHER THAT to give effect to this resolution the Board of Directors be and

are hereby authorised to do all the acts, deeds, matters and things as he may in his absolute

discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that

may arise in this regard and to sign and execute all necessary documents, applications, returns

and writings as may be necessary, proper, desirable or expedient.”

FOR VADIVARHE SPECIALITY CHEMICALS LIMITED

Sd/-

Mr. Sunil H. Pophale

Chairman and Executive Director

DIN: 00834085

Place : Mumbai

Date : May 30, 2018

Registered & Corporate Office:

Gat No. 204, Vadivarhe Igatpuri 422403

CIN: L24100MH2009PLC190516

Website: www.vscl.net.in

E-mail: [email protected]



NOTES:

1. The relative Explanatory Statement pursuant to the provisions of Section 102 of the Companies

Act, 2013, for the business set out under Item No. 3 and 4 of the Notice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETINGS IS ENTITLED

TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE ON A POLL ONLY,

INSTEAD OF HIMSELF/HERSELF AND A PROXY SO APPOINTED NEED NOT BE A

MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE,

MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT

LESS THAN 48 HOURS BEFORE COMMENCEMENT OF THE MEETING. PROXIES

SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES, PARTNERSHIP

FIRMS, ETC. MUST BE SUPPORTED BY APPROPRIATE RESOLUTION/AUTHORITY,

AS APPLICABLE, ISSUED BY THE MEMBER ORGANIZATION.

A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING

FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE

TOTAL SHARE CAPITAL OF THE COMPANY. IN CASE A PROXY IS PROPOSED TO

BE APPOINTED BY A MEMBER HOLDING MORE THAN 10% OF THE TOTAL

SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS, THEN SUCH

PROXY SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR

SHAREHOLDER.

3. An instrument appointing proxy is valid only if it is properly stamped as per the applicable law,

blank or incomplete, unstamped or inadequately stamped, undated proxies or proxies upon which

the stamps have not been cancelled will be considered as invalid. If the Company receives multiple

proxies for the same holding of a member, the proxy which is dated last will be considered as valid.

If such multiple proxies are not dated or they bear the same date without specific mention of time,

all such multiple proxies shall be treated as invalid

4. The proxy-holder shall prove his identity at the time of attending the meeting.

5. During the period beginning 24 hours before the time fixed for the commencement of the meeting

and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies

lodged at any time during the business hours of the Company, provided that not less than three

days‟ notice in writing of the intention so to inspect is given to the Company.

6. The Register of Members and Share Transfer Books of the Company will remain closed from 26th

July 2018 to 02nd

August 2018, being both days inclusive.

7. Members holding shares in physical form are requested to notify immediately change of address,

transfer, demat request, E-mail id, if any, to the Registrars and Transfer Agents of the Company,

Adroit Corporate Services Private Limited, 17/20, Jaferbhoy Indl. Estate, Makwana Road, Marol

Naka, Andheri East, Mumbai -400059, quoting their Folio Number and those holding shares in

demat mode are requested to notify any change in address, Bank Details, E-mail id to their

respective depository participants and make sure that such changes are recorded by them.

8. Members/proxies are requested to bring their copies of Annual Report and duly filled

admission/attendance slip enclosed herewith along with the copies of annual report at the meeting

and produce the same at the entrance of the venue where the Annual General Meeting is being

held.

9. Corporate Members are requested to send a certified copy of the Board Resolution / Power of

Attorney authorizing their representative to attend and vote at the Annual General Meeting.

10. Members desirous of getting any information about the accounts and operations of the Company

are requested to send their query to the Registered Office well in advance so that the same may

reach the office at least seven days before the date of the meeting to enable the management to

keep the information required readily available at the meeting.

11. Members who hold shares in electronic form are requested to write their DP ID and client ID

numbers and those who hold shares in physical form are requested to write their folio number in

the attendance slip for attending the meeting to facilitate identification of membership at the

meeting.

12. The detail of Directors seeking appointment / re-appointment at this Annual General Meeting as

required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 read with Secretarial Standards-2 is annexed hereto.

13. All documents referred to in the accompanying Notice are available for inspection at the Registered

Office of the Company during normal business hours on all days except Saturday, Sunday and

Public holidays, up to the date of the Annual General Meeting.

14. For the security and safety of the shareholders, no article/baggage including water bottles and tiffin

boxes will be allowed at the venue of the meeting. The members / attendees are strictly requested

not to bring any article / baggage, etc. at the venue of the meeting.

15. The Annual Report of your Company for the Financial Year 2017-18 is displayed on the website of

the Company i.e. www.vscl.net.in

16. Members are requested to register / update their E-mail address with the Company so as to receive

Annual Report and other communication electronically.

17. The notice of the AGM along with the Annual Report 2017-18 is being sent by electronic mode to

those members whose email-addresses are registered with the Company/Depositories, unless any

member has requested for a physical copy of the same. For members who have not registered their

email-address, physical copies are being sent by the permitted mode.

18. To support the „Green Initiative‟, the members who have not registered their email addresses are

requested to register the same with RTA/ Depositories.

19. The business set out in the notice will be transacted through remote e-voting system and the

instructions and other information relating to remote e-voting provided by Central Depository

Services Limited are given herein below in this Notice. In case of any queries or grievances in

connection with remote e-voting, the shareholders may write to the registered office address of the

Company.

20. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the

Companies (Management and Administration) Amendment Rules, 2014 Company is pleased to

provide the members to exercise their right to vote at 10th

Annual General Meeting of the Company

by electronic means through E-voting facility provided by National Securities Depository Limited

(NSDL).

21. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of

names will be entitled to vote at the meeting.

22. Members seeking any information on the Accounts are requested to write to the Company, which

should reach the Company at least one week before the date of the Annual General Meeting so as


to enable the Management to keep the information ready. Replies will be provided only at the

Annual General Meeting.

23. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open

for inspection at the Registered Office of the Company during (3.00 pm to 5.00 pm) on all working

days, upto and including the date of the Annual General Meeting of the Company.

EVOTING:

A. The instructions for e-voting are as under:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the

Companies (Management and Administration) Rules, 2014 as amended by the Companies

(Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations

2015, the Company is pleased to provide members facility to exercise their right to vote on

resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means

and the business may be transacted through e-Voting Services. The facility of casting the votes by

the members using an electronic voting system from a place other than venue of the AGM)

(“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through the ballot paper shall be made available at the AGM premises and

only the members attending the meeting who have not cast their vote by remote e-voting shall be

able to exercise their at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the

AGM but shall not be entitled to cast their vote again.

IV. The e-voting period commences on July 29, 2018 (9:00 am) and ends on August 01, 2018 (5:00

pm). During this period members‟ of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date of July 27, 2018, may cast their vote by remote e-

voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the

vote on a resolution is cast by the member, the member shall not be allowed to change it

subsequently.

V. The process and manner for remote e-voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are

mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 are mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available

under „Shareholders‟ section.

https://www.evoting.nsdl.com/

https://www.evoting.nsdl.com/

3. A new screen will open. You will have to enter your User ID, your Password and a Verification

Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at

https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices

after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your

vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat

(NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in

demat account with NSDL.

8 Character DP ID followed by 8 Digit

Client ID

For example if your DP ID is IN300***

and Client ID is 12****** then your

user ID is IN300***12******.

b) For Members who hold shares in

demat account with CDSL.

16 Digit Beneficiary ID

For example if your Beneficiary ID is

12************** then your user ID is

12**************

c) For Members holding shares in

Physical Form.

EVEN Number followed by Folio

Number registered with the company

For example if folio number is 001***

and EVEN is 101456 then user ID is

101456001***

5. Your password details are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and

cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the „initial

password‟ which was communicated to you. Once you retrieve your „initial password‟, you need

to enter the „initial password‟ and the system will force you to change your password.

c) How to retrieve your „initial password‟?

(i) If your email ID is registered in your demat account or with the company, your „initial password‟

is communicated to you on your email ID. Trace the email sent to you from NSDL from your

mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password

to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL

account or folio number for shares held in physical form. The .pdf file contains your „User ID‟

and your „initial password‟.

(ii) If your email ID is not registered, your „initial password‟ is communicated to you on your postal

address.

https://eservices.nsdl.com/

6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your

password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account

with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available

on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at

[email protected] mentioning your demat account number/folio number, your PAN, your name

and your registered address.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check

box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 are given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-

Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which

you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of

shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when

prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the

confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

https://www.evoting.nsdl.com/eVotingWeb/commonhtmls/NewUser.jsp

https://www.evoting.nsdl.com/eVotingWeb/commonhtmls/PhysicalUser.jsp

http://www.evoting.nsdl.com/


General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned

copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested

specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the

Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

2. It is strongly recommended not to share your password with any other person and take utmost care

to keep your password confidential. Login to the e-voting website will be disabled upon five

unsuccessful attempts to key in the correct password. In such an event, you will need to go

through the “Forgot User Details/Password?” or “Physical User Reset Password?” option

available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders

and e-voting user manual for Shareholders available at the download section of

www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at

[email protected]

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and

remote e-voting user manual for Members available in the downloads section of

www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user

ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio

which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date of July 27, 2018.

X. Any person, who acquires shares of the Company and become member of the Company after

dispatch of the notice and holding shares as of the cut-off date i.e. July 27, 2018, may obtain the

login ID and password by sending a request at [email protected] or RTA.

However, if you are already registered with NSDL for remote e-voting then you can use your

existing user ID and password for casting your vote. If you forgot your password, you can reset

your password by using “Forgot User Details/Password” option available on

www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

XI. A member may participate in the AGM even after exercising his right to vote through remote e-

voting but shall not be allowed to vote again at the AGM.

XII. A person, whose name is recorded in the register of members or in the register of beneficial

owners maintained by the depositories as on the cut-off date only shall be entitled to avail the

facility of remote e-voting as well as voting at the AGM through Ballot Paper.

XIII. Ms. Kumudini Bhalerao, Practising Company Secretary (Certificate of Practice Number 6690) has



https://www.evoting.nsdl.com/eVotingWeb/commonhtmls/NewUser.jsp

https://www.evoting.nsdl.com/eVotingWeb/commonhtmls/PhysicalUser.jsp

http://www.evoting.nsdl.com/


been appointed as the Scrutiniser to scrutinise the e-voting process in a fair and transparent

manner. The Scrutiniser shall within a period not exceeding 3 working days from the conclusion

of the remote e-voting period unblock the votes in the presence of at least 2 witnesses not in the

employment of the Company and make a Scrutiniser‟s Report of the votes cast in favour or

against, if any, and forward it to the Chairman of the Company.

XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to

be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those

members who are present at the AGM but have not cast their votes by availing the remote e-voting

facility.

XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the

votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the

presence of at least two witnesses not in the employment of the Company and shall make, not

later than three days of the conclusion of the AGM, a consolidated scrutinizer‟s report of the total

votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing,

who shall countersign the same and declare the result of the voting forthwith.

XVI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the

Company www.vscl.net.in and on the website of NSDL immediately after the declaration of result

by the Chairman or a person authorized by him in writing. The results shall also be immediately

forwarded to the National Stock Exchange of India Limited, Mumbai.

Place: Mumbai

Date: May 30, 2018

ROUTE MAP

Landmark: Pandavleni Caves

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,

2013

Item number 3:

The members of the Company are hereby informed that Mr. Rahul Durgaprasad Asthana (DIN:

00234247) was appointed as an Additional Independent Director of the Company in the meeting of the

Board held on 11th September, 2017, with immediate effect. Pursuant to the provisions of Section 161

of the Companies Act, 2013 read with the Articles of Association of the Company, he holds the office

upto the date of the Annual General Meeting. The Company has received a notice in writing from one

of its members proposing the candidature of Mr. Rahul Asthana for the office of Directorship pursuant

to Section 160 of the Companies Act, 2013. Also, the Company has received requisite Form „DIR 8‟

from Mr. Rahul Asthana, in terms of Section 164 (2) of the Companies Act, 2013 read with The

Companies (Appointment and Qualification of Directors) Rules, 2014, confirming his eligibility for

such appointment.

The brief profile covering the details of her qualification and experience, as required pursuant to SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Notice.

Considering his experience and expertise, the Board recommends the appointment of Mr. Rahul

Asthana as an Independent Director of the Company, not liable to retire by rotation.

Further, pursuant to the provisions of the proviso to Section 152(5) of Companies Act, 2013, the

Board hereby reaffirms that in its opinion, Mr. Rahul Durgaprasad Asthana fulfils the conditions

specified in the Companies Act, 2013 for such appointment.

The Board of Directors recommends the passing of the resolution set forth under Item No. 3 of the

accompanying Notice for approval of the Members of the Company as an Ordinary Resolution.

None of the Directors, Key Managerial Personnel and / or their relatives, except Mr. Rahul

Durgaprasad Asthana are interested and / or concerned in passing of the resolution set forth under

Item no. 3

Item number 4:

The members of the Company are hereby informed that Mr. Pramod Gajare (DIN: 07932725) was

appointed as an Additional Director of the Company in the meeting of the Board held on 11th

September, 2017, with immediate effect. Pursuant to the provisions of Section 161 of the Companies

Act, 2013 read with the Articles of Association of the Company, he holds the office upto the date of

the Annual General Meeting. The Company has received a recommendation from Nomination and

Remuneration Committee and the Board proposing the appointment of Mr. Pramod Gajare for the

office of Directorship.

The details of the terms of appointment and remuneration payable to Mr. Pramod Gajare are given

below:

Tenure of

Remuneration

3 years with effect from 11th

September, 2017

Salary exclusive

of all allowances

Rs. 81350/- per month. The Executive Director shall be entitled to such

increment from time to time as the Board may by its discretion determine

Perquisites and

allowances in

addition to salary

F. House Rent Allowance: The Company will pay House Rent Allowance


G. Conveyance Allowance: The Company will pay Conveyance Allowance


H. Children Education Allowance: The Company will pay Children

Education Allowance of Rs. 200/- per month to the Executive director

I. Transport Allowance: The Company will pay Transport Allowance of

Rs. 1600/- per month to the Executive director.

J. Medical Allowance: The Company will pay Medical Allowance of Rs.

6779/- to the Executive director.

Any other benefits, facilities, allowance and expenses as may be allowed

under Company rules/schemes.

Notes: For the purpose of perquisites stated herein above, family means

spouse, dependent children and dependent parents of the appointee.

Perquisites shall be evaluated as per Income Tax Rule wherever applicable

and in the absence of any such rule, Perquisites shall be evaluated at actual

cost.

Retirement

Benefits

C. Gratuity payable shall be in accordance with the rules of the Companies

Act and Gratuity Rules.

D. Earned Leave on full pay and allowances as per the rules of the

Company, leave accumulated shall be encashable of Leave at the end of

the tenure, if any, will not be included in the computation of the ceiling

on perquisites.

Other benefits D. The Executive director shall be entitled to reimbursement of expenses

like Vehicle, Guest Entertainment, and Travelling Expenses actually and

properly incurred during the course of doing legitimate business of the

company.

E. The appointee shall be eligible for Housing, Education and Medical

Loan and other Loans or facilities as applicable in accordance with the

rules of the company and in compliance with the provisions of the


F. The Executive Director shall be entitled to reimbursement of expenses

like Vehicle Reimbursement expense- Rs. 6500 pm, Leave Travel

Concession expense- Rs. 6779 p.m., Bonus Ex-gratia expense- Rs. 700/-

p.m., PF Company Contribution expense- Rs.9762/- p.m., and Gratuity-

Rs. 3911/- p.m.

Minimum

Remuneration

The aggregate of the remuneration and perquisites as aforesaid, in any

financial year, shall not exceed the limit set out under Sections 197 and 198

read with Schedule V and other applicable provisions of the Companies Act,

2013 or any statutory modifications or re-enactments thereof for the time

being in force, or otherwise as may be permissible at law.

Provided that where in any financial year, the Company has no profits or its

profits are inadequate, the Company shall pay the above salary and

allowances and provide the perquisites and other amenities as aforesaid to

the Executive Director as and by way of minimum remuneration, subject to

the applicable provisions of Schedule V of the Act and the approval of the

Central Government, if required, or any other approvals as may be required

under law.

Also, the Company has received requisite Form „DIR 8‟ from Mr. Pramod Gajare, in terms of Section

164 (2) of the Companies Act, 2013 read with The Companies (Appointment and Qualification of

Directors) Rules, 2014, confirming his eligibility for such appointment.

The brief profile covering the details of his qualification and experience, as required pursuant to SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Notice.

Considering his experience and expertise, the Board recommends the appointment of Mr. Pramod

Gajare as an Executive Director of the Company, liable to retire by rotation.

Further, pursuant to the provisions of the proviso to Section 152(5) of Companies Act, 2013, the

Board hereby reaffirms that in its opinion, Mr. Pramod Gajare fulfils the conditions specified in the

Companies Act, 2013 for such appointment.

The Board of Directors recommends the passing of the resolution set forth under Item No. 4 of the

accompanying Notice for approval of the Members of the Company as a Special Resolution.

None of the Directors, Key Managerial Personnel and / or their relatives, except Mr. Pramod Gajare

are interested and / or concerned in passing of the resolution set forth under Item no. 4

However in the event of inadequacy of profits, during the tenure of Mr. Vasant Pratap Jagtap, the

referred remuneration shall be allowed in compliance of the provisions of Schedule V and the same

shall in no event exceed the limits approved by way of resolution proposed under Item No.-3 and in

the event of continuation of inadequacy of profits for a continuous period of 3 years, the same shall be

subject to review by shareholders.

A detailed statement as per the requirement of the provisions of Section II of part II of Schedule V has

been annexed with the notice.

Particulars of Director seeking Appointment/Re-appointment at the ensuing Annual General

Meeting as per Secretarial Standard – 2 prescribed for & Regulation 36 of SEBI (Listing

Obligation &Disclosure Requirement), 2015 prescribed for General Meetings.

Names of the Directors Mr. Sunil H. Pophale Mr. Rahul Asthana Mr. Pramod Gajare

Type Director Independent Director Director

Age 61 65 56

Date of Birth 01/08/1956 18/02/1953 20/04/1962

Date of Appointment 23/02/2009 11/09/2017 11/09/2017

Experience in functional area 35 Years 38 Years 30 Years

Qualification B-Tech M B A B.Sc Chem

Terms and Conditions of

Appointment & Last

Remuneration

Retire by rotation

12 Lakh PA

5 Years, No

Remuneration, Only

Sitting Fees

Retire by rotation

19 Lakh PA

Directorship in other Companies

(Public Limited Companies)

(excluding foreign and private

companies)

Nil 5 (Five) Nil

Membership of Committees of

other Public Companies

(Audit Committee /Nomination

Remuneration

Committee/Stakeholders

Relationship Committee)

Nil Total 5 Committees Nil

No. of Shares held in the

company 78,97,625 Nil Nil

First Appointment by the Board 23/02/2009 11/09/2017 11/09/2017

Relationship with other Director,

Manager & KMP

Except Mrs. Meena

Pophale no other

Director/KMP is

interested in the

resolution

The said Director is

not related to any

other Director in the

Board of the

Company.

The said Director is

not related to any

other Director in the

Board of the

Company.

Board Meetings attended (F.Y.

2017-18) 11 3 3

Shareholding of Non-executive

directors N.A NIL N.A.

FORM NO. MGT-11

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the

Companies (Management and Administration) Rules, 2014]

CIN : L24100MH2009PLC190516

Name of the Company : Vadivarhe Speciality Chemicals Limited

Regd. Office : Gat No. 204, Vadivarhe Igatpuri 422403

Email : [email protected]

Website : www.vscl.net.in

Phone : +91 2553 282200

Fax : 022 26740371

Name of the Member(s):

Registered Address:

E-mail Id:

Folio No:

I / We, being the Member(s) of shares of the above named company, hereby appoint:

1. (Name):____________________________Address:___________________________________

__ E-Mail ID___________________________ Signature _____________________ or failing

him;

2. (Name):____________________________Address:___________________________________


him;

3. (Name):____________________________Address:___________________________________


him;

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Ninth Annual

General Meeting of the Company, to be held on Thursday August 02, 2018 at 11:00 a.m. at The

Gateway Hotel Ambad Nashik situated at P-17, MIDC Ambad, Mumbai Agra Road, Nashik,

Maharashtra 422010 and at any adjournment thereof in respect of such resolutions as are indicated

below:



Sr. No. Resolutions For Against

Ordinary Business:

1.

To receive, consider and adopt the audited financial

statements of the Company for the financial year ended

31st March, 2018 together with the Board‟s Report and

the Auditors‟ Report thereon.

2.

To appoint a Director in place of Mr. Sunil Haripant

Pophale (DIN: 00064412), who retires by rotation and

being eligible offers himself for re-appointment.

Special Business:

3. To appoint Mr. Rahul Durgaprasad Asthana (DIN:

00234247) as an Independent Director of the Company.

4. To appoint Mr. Pramod Waman Gajare (DIN: 07932725)

as an Executive Director of the Company and fix his

remuneration.

Signed this _____ day of ___________, 2018

Signature of the Shareholder ___________________

Signature of Proxy holder(s) ____________________

Note:

(1) This form of Proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 (forty eight) hours before the

commencement of the meeting.

(2) A Proxy need not be a member of the Company. A person can act as a proxy on behalf of a

member or members not exceeding 50 and holding in the aggregate not more than 10% of the

total share capital of the Company carrying voting rights. A member holding more than 10%

of the total share capital of the Company carrying voting rights may appoint a single person as

proxy and such person shall not act as a proxy for any other person or shareholder.

Please affix the

Revenue

Stamp of Re.1

9th

ANNUAL GENERAL MEETING

Please fill this attendance slip and hand it over at the entrance of the venue of the meeting.

Name of the Shareholder

Address

No. of Shares Held

Registered Folio No.

I certify that I am an authorized representative for the above named shareholder of the Company. I

hereby record my presence at the Ninth Annual General Meeting of Vadivarhe Speciality Chemicals

Limited on Thursday August 02, 2018 at situated at P-17, MIDC Ambad, Mumbai Agra Road,

Nashik, Maharashtra 422010.

____________________________________ _________________________________

Name of the Member / Proxy (in block letters) Signature of the Member / Proxy

Notes:

1. Only Members / Proxy holder can attend the Meeting

2. Members/proxies are requested to bring the duly completed Attendance Slip with them, and hand

it over at the entrance, affixing their signature on the slip.

ANNEXURE TO NOTICE

STATEMENT CONTAINING REQUIRED INFORMATION AS PER PART II, POINT IV OF

SECTION II OF SCHEDULE V OF THE COMPANIES ACT, 2013

I. General Information:-

(1) Nature of Industry: - Manufacturing of Organic, Speciality Chemicals & Intermediates

(2) Date or Expected date of Commencement of Commercial Production:- 23.03.2009

(3) In case of new companies, expected date of commencement of activities as per project approved

by financial Institution appearing in the prospectus: - Not Applicable

(4) Financial Performance based on given indicators

The Company‟s Gross Income for the financial year ended March 31, 2018 declined to Rs.

25,94,44,871 from Rs. 35,37,28,223 in last year. The decline in gross income of the company is on

account of non-receipt of repeated export requisitions from one of the Foreign Customer in the last

year.

The operating profit (PBT) of the Company decreased to Rs 2,16,98,731 from Rs. 9,45,63,980.

The brief statement indicating our profit related figures is given below:

(Amt. in Rs.)

Particulars 2017-18 2016-17

Total Income 25,94,44,871 35,37,28,223

Less: Expenditure and

Depreciation

23,83,67,462 26,61,75,707

Prior Period Items 6,21,322 70,11,464

Profit Before Tax (PBT) 2,16,98,731 9,45,63,980

Less: Tax 66,31,997 1,58,63,355

Deferred Tax Assets (25,92,768) 1,85,93,730

Profit After Tax (PAT) 1,76,59,502 6,01,06,895

(5) Export Performance and Net Foreign Exchange Collaborations: - Earning in foreign currency on

cash Basis as mentioned below:-

(Amt. in Rs.)

Particulars 2017-18 2016-17

FOB value of Exports 3,90,71,898 17,14,30,738

Foreign Exchange Collaborations:- NIL

6) Foreign Investments or Collaborations, if any-N.A.

II. Information about the appointee

a) Mr. Pramod Waman Gajare

1. Background Detail

Age Designation Qualification

56

Years

Executive Director BSc Organic

Experience

Mr. Pramod Gajare has a vast experience of more than 30 years in manufacturing of Organic,

Speciality Chemicals & Intermediate. He is also having experience in Research & Development of

new products and in Process Development.

2. Past Remuneration:-

Year Salary Perquisites Total

2015-16 17,17,541 0 17,17,541

2016-17 18,89,953 0 18,89,953

3. Recognition or awards:- Not Applicable

4. Job profile and his suitability: - Mr. Pramod Waman Gajare is an Executive Director of the

Company. He looks after the production, quality control and research and development of the

Company

5. Remuneration proposed: - The terms of remuneration proposed are detailed in the Resolution.

6. Comparative remuneration profile with respect to industry, size of the company, profile of the

position and person (in case of expatriates the relevant details would be with respect to the country

of his origin):- For the responsibility shouldered by Mr. Pramod Waman Gajare, Director of the

Company in driving the Company‟s growth plans, the remuneration paid to him is commensurate

and compares favorably with the Compensations paid to the business heads of liked sized and

similarly positioned businesses.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial

personnel, if any:- NA

III. Other Information:

1. Reasons of loss or inadequate profits

The revenue during the year under review has declined due to non-receipt of export orders non-

receipt of repeated from one of the Foreign Customer in the last year. Due to the decrease in

revenue, the company has inadequate profits to meet the proposed remuneration out of profits,

some times.

2. Steps taken or proposed to be taken for improvement

We are in process of increasing our capacity to bring economies of scale to our business and

will certainly boost our profitability. Company has developed new products and getting good

sales orders in current year.

3. Expected increase in productivity and profits in measurable terms

We as such cannot quantify the increase in profits in coming year but definitely will increase as

compare to previous year as Company has developed new product which has a good market.

IV. Disclosures:

The Remuneration package of the managerial personnel has been provided in the notice.

CERTIFIED TRUE COPY

By order of the Board of Directors


Sd/-



Date: May 30, 2018

Place: Mumbai

DIRECTORS‟ REPORT

OF


FOR THE FINANCIAL YEAR 2017-18

To

The Members,

Vadivarhe Speciality Chemicals Limited

Your Directors have pleasure in presenting the 9th

Annual Report of the Company together with

the Audited Statement of Accounts for the year ended 31st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31st March, 2018 as compared to

the previous financial year, is summarized below:

Particulars For the financial year

ended

31st March, 2018

For the financial year

ended

31st March, 2017

Income 259,444,871 353,728,223

Less: Expenses 238,367,462 266,175,707

Prior Period Income 621,322 7,011,464

Profit/ (Loss) before tax 2,16,98,731 9,45,63,980

Less: Provision for tax 52,26,318 1,92,80,508

Deferred Tax Expense/(Benefits) (25,92,768) 1,85,93,730

MAT Credit entitlement 0 (38,51,643)

MAT Credit Utilized 8,02,196 0

Income Tax of earlier years w/off 6,03,483 4,34,490

Exception Income 0 0

Exception expenditure 0 0

Profit after Tax 1,76,59,502 6,01,06,895

APPROPRIATION

Interim Dividend 0 0

Final Dividend 0 0

Tax on distribution of dividend 0 0

Transfer of General Reserve 0 0

Balance carried to Balance sheet 1,76,59,502 6,01,06,895

OPERATIONS:

This is the Ninth year of operation and your Company has achieved net sales of Rs. 25.94

Crores and Profit after tax Rs. 1.76 Crores.

DESCRIPTION OF THE COMPANY‟S WORKING DURING THE YEAR/

STATE OF COMPANY‟S AFFAIR:

We are pleased to inform you that the Company has got listed with the NSE on the SME

segment on June 02, 2017. We came up with the public issue of 34,44,000 Equity Shares

of Rs. 10/-each for a cash price of Rs. 42/- each (including a premium of Rs. 32/- per

share). The issue was welcomed by the public and was oversubscribed.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the

year under review:

a. Production and Profitability

Company is always taking efforts to increase its productivity and use maximum

production capacity to increase its profitability.

b. Marketing and Market environment

No significant changes in Market environment in API and Intermediates.

c. Future Prospects including constraints affecting due to Government policies

There are no significant changes in Government policies in API and Intermediates.

b. DIVIDEND

Considering the growth prospects and in order to conserve resources your Directors have

not recommended any dividend for the year ended 31st March, 2018.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT

VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and

joint venture company.

d. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of

provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies

(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for

furnishing of details relating to deposits covered under Chapter V of the Act or the details of

deposits which are not in compliance with the Chapter V of the Act is not applicable.

e. LOANS FROM DIRECTORS

During the financial year under review, the Company has borrowed the following amount(s)

from Directors and the respective director has given a declaration in writing to the Company to

the effect that the amount is not being given out of funds acquired by him by borrowing or

accepting loans or deposits from others. Accordingly, the following amount(s) is /are excluded

from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of

Deposits) Rules, 2014:-

Name of Director giving loan Amount borrowed

during 2017-18

Mr. Sunil Haripant Pophale Rs. 2,14,61,000

f. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED

PARTIES

All transactions/contracts/arrangements entered into by the Company with related

party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013,

during the financial year under review were in ordinary course of business and on an

arm‟s length basis. Further, none of these contracts / arrangements / transactions with

related parties could be considered material in nature as per the thresholds given in Rule

15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no

disclosure is required to be given in this regard.

g. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies

Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of

conservation of energy, technology absorption, foreign exchange earnings and outgo etc.

are furnished in Annexure I which forms part of this Report.

h. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the

Annual Return for the financial year ended 31st March, 2018 made under the provisions of

Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

i. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND

SECURITIES:

Full particulars of investments, loans, guarantees and securities covered under Section

186 of the Companies Act 2013 provided during the financial year under review has been

furnished in Note „N‟ of the Notes to Accounts which forms part of the financials of the

Company.

j. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which

could affect the Company‟s financial position have occurred between the end of the

financial year of the Company and date of this report.

k. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and

implemented by the Company are adequate. During the year under review, no material or

serious observation has been received from the Statutory Auditors of the Company for

inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors & Key Managerial Personnel

The changes in Directorship of the Company during the year under review are as stated

below:

i. Appointment

Mr. Ravindra K Paranjpe, Mr. Prasanna P Rege, and Mrs. Uttara A Kher were

appointed as Independent Director of the Company w.e.f 2nd

May, 2017.

Mr. Rahul D Asthana appointed as Additional Independent Director of the

Company w.e.f 11th September, 2017.

Mr. Pramod W Gajare appointed as Additional Director of the Company w.e.f

11th September, 2017

ii. Resignation

Mr. Vasant P Jagtap, Executive Director resigned from the office w.e.f 30th September,

2017.

iii. Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil H.

Pophale (DIN- 00064412) Directors of the Company retire by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment.

b) Declaration by Independent Directors:

During the financial year under review, declarations were received from all Independent

Directors of the Company that they satisfy the “Criteria of Independence” as defined under

Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules

and Rules framed there under.

l. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

(a) Board Meetings:

The Board of Directors met 11 times during the financial year ended 31st March, 2018 in

accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The details of the same are as mentioned under:-

The Company has complied with the applicable Secretarial Standards in respect of all the

above Board meetings.

(b) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section

177 of the Companies Act, 2013. The composition of the Audit Committee is in

conformity with the provisions of the said section. The Audit Committee comprises of:

Mr. Prasanna Prabhakar Rege Independent Director

Mr. Ravindra Paranjpe Independent Director

Mrs. Uttara Kher Independent Director

The scope and terms of reference of the Audit Committee have been framed in

accordance with the Act and the Listing Agreement entered into with the Stock

Exchanges read with the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

Mr. Jayesh Bhagwati Prasad Vaishnav, the Company Secretary of the Company acts as

the Secretary of the Audit Committee.

During the year under review, the Board of Directors of the Company had accepted all

the recommendations of the Committee.

(c) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board

of Directors of the Company in accordance with the requirements of Section 178 of the


The composition of the committee is as under:




The Board has in accordance with the provisions of sub-section (3) of Section 178 of the

Companies Act, 2013, formulated the policy setting out the criteria for determining

qualifications, positive attributes, independence of a Director and policy relating to

remuneration for Directors, Key Managerial Personnel and other employees.


the Secretary of the Nomination and Remuneration Committee.

The Remuneration Policy is attached as Annexure III

(d) Stakeholders Relationship Committee:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the

Board of Directors of the Company has constituted the Stakeholder‟s Relationship

Committee, comprising of the following members:





the Secretary of the Stakeholders' Relationship Committee.

(e) Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7

of the Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and

every such class of companies as prescribed thereunder are required to frame a Vigil

Mechanism to provide a mechanism which ensures adequate safeguards to employees and

Directors from any victimization on raising of concerns of any violations of legal or

regulatory requirements, incorrect or misrepresentation of any, financial statements and

reports, etc.

However, the said provisions were not applicable to the Company till 31st March, 2017.

Further, the Company has listed its Equity shares on the SME platform of the Bombay

Stock Exchange w.e.f 07th August, 2017 pursuant to which the Vigil mechanism policy

has become applicable. The Company has framed an appropriate Vigil mechanism policy

and further re-affirms that the Company is committed to adhere to the highest standards of

ethical, moral and legal conduct of business operations.

(f) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and

Guidelines to avoid events, situations or circumstances which may lead to negative

consequences on the Company's businesses, and define a structured approach to manage

uncertainty and to make use of these in their decision making pertaining to all business

divisions and corporate functions. Key business risks and their mitigation are considered

in the annual/strategic business plans and in periodic management reviews.

(g) Annual Evaluation of Directors, Committee and Board:

The Board has carried out an annual performance evaluation of its own performance, and

of the Directors individually, as well as the evaluation of all the committees i.e. Audit,

Nomination and Remuneration, Stakeholders Relationship, Committee of Directors,

Corporate Social Responsibility Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as

well as that of its Committees and individual directors, including the Chairman of the

Board. The exercise was carried out by feedback survey from each Directors covering

Board functioning such as composition of Board and its Committees, experience and

competencies, governance issues etc. Separate Exercise was carried out to evaluate the

performance of individual directors including the Chairman of the Board who were

evaluated on parameters such as attendance, contribution at the meeting etc.

(h) Management Discussion & Analysis:

A separate report on Management Discussion & Analysis is appended to this Annual

Report as an Annexure IV and forms part of this Directors‟ Report.

a. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social

Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate

Social Responsibility (CSR) Committee consisting of following members:

Mr. Sunil Haripant Pophale (Chairman & Executive Director)

Mrs. Meena Sunil Pophale (Whole time Director)

Ms. Uttara Kher (Independent Director)

The Board of Directors of the Company has approved CSR Policy based on the

recommendation of the CSR Committee and the Company spent 16,27,260/- (Sixteen

Lakhs Twenty Seven Thousand Two hundred and Sixty Only) towards CSR activities in

Financial Year 2017-18. The contents of the CSR policy and initiatives taken by the

Company on Corporate Social Responsibility during the year 2017-18 is attached as

Annexure V to this Report.

The CSR Policy of the Company is available on the Company‟s web-site and can be

accessed in the link www.vscl.net.in

3. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE

YEAR ENDED 31ST

MARCH 2018:

M/s S.R. Rahalkar & Associates, Chartered Accountant holds office till the conclusion of

Annual General Meeting to be held for the Financial Year 31st March, 2019.

The observations / qualifications / disclaimers made by the Statutory Auditors in their

report for the financial year ended 31st March 2018 read with the explanatory notes

therein are self-explanatory and therefore, do not call for any further explanation or

comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDITOR:

The Board has appointed M/s Makarand M. Joshi and Co., Practicing Company

Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2017-

18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The

secretarial audit report for financial year 2017-18 forms part of the Directors Report as

„Annexure VI‟.

The Secretarial Audit Report does not contain any qualification, reservation, adverse

remark or disclaimer except the following-

The disclosure under Regulation 7(2) of SEBI (Prohibition of Insider Trading)

Regulations, 2015 was filed in delay with the Stock exchange.

The replies of the Board of Directors to the comments of Statutory Auditors in Auditor‟s

Report are as follows:-

The disclosure as per Regulation 7(2) under SEBI (Prohibition of Insider Trading)

Regulations, 2015 was belatedly filed. The said delay was due to inadvertence.


c. INTERNAL AUDITOR:

M/s Bhalchandra D Karve & Associates were appointed as the Internal Auditor of the

Company for the financial year 2017-18 based on the recommendation of the Audit

Committee of the Company.

4. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are

adequately insured.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts)

Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR

TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on

the going concern status and the Company‟s operations in future.

b. DIRECTOR‟S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial

statements of the Company for the year ended 31st

March, 2018, the Board of Directors

hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had

been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the

Directors made judgments and estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company as at 31st March, 2018 and

of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls were followed by the Company and such internal financial

controls are adequate and are operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively;

c. CORPORATE GOVERNANCE:

All elements of remuneration package such

as salary, benefits, bonuses, stock options,

pension, etc., of all the directors

Salary, Perquisites, Allowances,

Reimbursements, Leave encashment

Details of fixed component and performance

linked incentives along with the

Rs. 157496/- p.m.

performance criteria

Service contracts, notice period, severance

fees

3 Years

Stock option details, if any, and whether the

same has been issued at a discount as well as

the period over which accrued and over

which exercisable

Not Applicable

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information

as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies

(Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and

hence no information as per provisions of Section 54(1)(d) of the Act read with Rule

8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme

during the year under review and hence no information as per provisions of Section

62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)

Rules, 2014 is furnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights

in respect of shares purchased directly by employees under a scheme pursuant to Section

67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)

Rules, 2014 is furnished.

h. POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to create and maintain an atmosphere in which employees can

work together without fear of sexual harassment and exploitation. Every employee is

made aware that the Company is strongly opposed to sexual harassment and that such

behavior is prohibited both by law and the Company. During the year under review, there

was no complaint of any sexual harassment at work place.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND

OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &

REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014

have been marked as Annexure VII

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers,

business partners/associates, financial institutions and Central and State Governments for their

consistent support and encouragement to the Company.

For and on behalf of the Board


Sd/-

Name: Mr. Sunil Haripant Pophale

Chairman & Executive Director

DIN: 00064412

Add: Flat No 15, Lalit Bldg, Wode House Road.

Colaba, Mumbai, 400039

Date: May 30, 2018

Place: Mumbai

ANNEXURE I

DISCLOSURE PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ

WITH RULE 8 OF THE COMPANIES (ACCOUNTS), RULES 2014

(A) Conservation of energy:

Steps taken or impact on conservation of

energy A total outlay of Rs. 300 Lakhs has been

made on Conservation of Energy.

Installation of 193 Kwh Solar Power Plant.

3000 Liter per day capacity Solar Water

Heater Plant.

In process of installing new Boiler which

will run on Briquettes instead of Light

Diesel Oil (LDO)

Steps taken by the company for utilizing

alternate sources of energy

Capital investment on energy conservation

equipments

(B) Technology absorption:

Efforts made towards technology

absorption The products of the Company are

manufactured by using in-house know how

and no outside technology is being used for

manufacturing activities. Therefore, no

technology absorption is required.

The Company constantly strives for

maintenance and improvement in quality of

its products and entire Research and

Development activities are directed to

achieve the aforesaid goal.

Efforts were made in developing new

products to cater to customer‟s requirement,

especially exports.

Benefits derived like product

improvement, cost reduction, product

development or import substitution

As a result of sustained efforts, we have

entered in to prestigious western market.

Moreover, we are also being looked upon

as a potential R&D centre for their offshore

R&D activity.

In case of imported technology (imported during the last three years reckoned from the beginning

of the financial year):

Details of technology imported Nil

Year of import Not Applicable

Whether the technology has been fully

absorbed

Not Applicable

If not fully absorbed, areas where

absorption has not taken place, and the

reasons thereof

Not Applicable

Expenditure incurred on Research and

Development

Nil

(C) Foreign exchange earnings and Outgo:

1st April, 2017 to

31st March, 2018

[Current F.Y.]

1st April, 2016 to

31st March, 2017

[Previous F.Y.]

Amount in Rs. Amount in Rs.

Actual Foreign Exchange earnings 3,90,71,898 17,14,30,738

Actual Foreign Exchange outgo 2,43,99,580 4,47,76,133



Sd/-

Mr. Sunil Haripant Pophale


DIN: 00064412

Add: Flat No. 15, Lalit Building,

Wode House Road. Colaba,

Mumbai, 400039

Date: May 30, 2018

Place: Mumbai

ANNEXURE II

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN : L24100MH2009PLC190516

Registration Date : 23/02/2009

Name of the Company : Vadivarhe Speciality Chemicals Limited

Category / Sub-Category of the

Company :

Company limited by Shares

Non-government company

Address of the Registered

office and contact details : Gat No. 204, Vadivarhe Igatpuri 422403

Whether listed company : Yes (Listed on SME platform of NSE w.e.f 02

nd June,

2017)

Name, Address and Contact

details of Registrar and

Transfer Agent, if any:

:

Adroit Corporate Services Pvt. Ltd

17/20, Jaferbhoy Indl. Estate , Makwana Road, Marol

Naka, Andheri (E)

Contact No.: 022 28590942

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company

shall be stated:-

Sr. No. Name and

Description of

main products/

services

NIC Code of

the Product/

service

% to total

turnover of the

company

1 API / Bulk Drugs ( Self & Loan

License) 21009 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

No.

Name and address

of the

Company

CIN / GLN Holding /

subsidiary /

associate

% of

shares

held

Applicable

section

Not Applicable

I SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total

Equity):

i. Category-wise Share Holding:

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of

the year

%

Change

during

the year

Demat Physical Total

% of

Total

Shares

Demat Physical Total

% of

Total

Share

s

A. Promoters

(1) Indian

a)Individual/HUF 1056562

5 0

105656

25 87.36 9403250 - 9403250 73.56 (13.80)

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total(A)(1): 1056562

5 0

105656

25 87.36 9403250 - 9403250 73.56 (13.80)

(2) Foreign

a)NRIs

Individuals - - - - - - - - -

b)Other

Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub-total (A)(2): - - - - - - - - -

Total

shareholding

of Promoter (A)

=(A)(1)+(A)(2)

1056562

5 0

105656

25 87.36 9403250 - 9403250 73.56 (13.80)

B. Public

Shareholding

(1) Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e)Venture Capital

Funds - - - - - - - - -

f)Insurance

Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h)Foreign

Venture Capital

Funds

- - - - - - - - -

i) Others

(specify) - - - - - - - - -

Sub-total (B)(1): - - - - - - - - -

(2)Non-

Institutions

a) Bodies Corp.

i) Indian - - - - 497762 - 497762 3.89 3.89

ii) Overseas - - - - - - - - -

b) Individuals

i) Individual

shareholders

holding nominal

share capital upto

Rs. 1 lakh

1528125 - 152812

5 12.64

1302988

6750

1309738

10.25

(2.39)

ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1

lakh

- - - - 1485000 - 1485000 11.62 11.62

c) Others

(specify) - - - - - - - - -

c-1) Non-

Resident Indians

(Individuals)

- - - - 78000 0 78000

0.61

0.61

c-2) Clearing

Member - - - - 9000 0 9000

0.07

0.07

Sub-total(B)(2): 1528125 -

152812

5 12.64 3372750

6750

3379500 26.44 13.8

Total Public

Shareholding

(B)=(B)(1)+(B)(2

)

1528125 - 152812

5 12.64

3372750

6750

3379500 26.44 13.8

C. Shares held by

Custodian for

GDRs & ADRs

- - - - - - - - -

Grand Total

(A+B+C)

1209375

0 -

120937

50 100 12776000 6750

1278275

0 100 -

ii. Shareholding of Promoters:

Sr.

No.

Shareholder‟s

Name

Shareholding at the beginning of the year Shareholding at the end of the

year

No. of

Shares

% of total

Shares of

the

Company

% of Shares

Pledged/

encumbered

to total shares

No. of

Shares

% of total

Shares of

the

Company

% of Shares

Pledged /

encumbered

to total shares

%

change

in share

holding

during

the year

1. Mr. Sunil H.

Pophale 10565625 87.36 - 7897625 61.78 - (25.58)

iii. Change in Promoters‟ Shareholding

Sr.

No.

Shareholding at the beginning of

the year

Cumulative Shareholding

during the year

No. of shares

% of total

shares of the

Company

No. of shares

% of total

shares of the

Company


At the beginning of the year 10,565,625 87.36 10,565,625 87.36

Date wise Increase/ Decrease in

Promoters Shareholding during

the year specifying the reasons for

increase/decrease (e.g.

allotment/transfer/bonus/ sweat

equity etc)

19.05.2017 (2755000) 22.79 7810625 64.62

09.03.2018 36000 0.28 7846625 61.38

16.03.2018 30000 0.23 7876625 61.62

30.03.2018 21000 0.16 7897625 61.78

At the End of the year 7897625 61.78 7897625 61.78

iv. Shareholding pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of

GDRs and ADRs):

Sl.

No.


the year


during the year

For each of the Top 10

Shareholders No. of shares

% of total

shares of the

Company

No. of shares

% of total

shares of

the Company

1. M/s. Maverick Share Brokers Limited - Client

At the beginning of the year - - - -

Date wise Increase / Decrease in

Shareholding during the year

specifying the reasons for

increase / decrease (e.g. allotment

/ transfer / bonus / sweat equity

etc.)

09.06.2017 597000 4.67 597000 4.67

16.06.2017 (384000) 3.01 213000 1.67

23.06.2017 (3000) (0.02) 210000 1.64

30.06.2017 3000 0.02 213000 1.67

07.07.2017 (3000) (0.02) 210000 1.64

21.07.2017 (21000) 0.16 189000 1.48

28.07.2017 (120000) 0.94 69000 0.54

11.08.2017 3000 0.02 72000 0.56

18.08.2017 6000 0.05 78000 0.61

25.08.2017 (15000) 0.12 63000 0.49

01.09.2017 (24000) 0.19 39000 0.31

13.10.2017 (3000) 0.02 36000 0.28

20.10.2017 3000 0.02 39000 0.31

27.10.2017 (3000) 0.02 36000 0.28

31.10.2017 (6000) 0.05 30000 0.23

15.12.2017 3000 0.02 33000 0.26

22.12.2017 21000 0.16 54000 0.42

29.12.2017 (30000) 0.23 24000 0.42

30.12.2017 78000 0.61 102000 0.80

05.01.2018 (99000) 0.77 3000 0.02

09.02.2018 9000 0.07 12000 0.09

16.02.2018 3000 0.02 15000 0.12

02.03.2018 3000 0.02 18000 0.14

09.03.2018 39000 0.31 57000 0.45

30.03.2018 9000 0.07 66000 0.52

At the End of the year ( or on the

date of separation, if separated

during the year)

66000

0.52

66000

0.52

2. M/s. Hem Finlease Pvt. Limited







etc)

02.06.2017 180000 1.41 180000 1.41

09.06.2017 (39000) 0.31 141000 1.10

16.06.2017 (12000) 0.09 129000 1.01

23.06.2017 (45000) 0.35 84000 0.66

30.06.2017 3000 0.02 87000 0.68

07.07.2017 (18000) 0.14 69000 0.54

14.07.2017 (39000) 0.31 30000 0.23

04.08.2017 (3000) 0.02 27000 0.21

25.08.2017 18000 0.14 45000 0.35

01.09.2017 (6000) 0.05 39000 0.31

08.09.2017 (3000) 0.02 36000 0.28

22.09.2017 (3000) 0.02 33000 0.26

29.09.2017 3000 0.02 36000 0.28

06.10.2017 (6000) 0.05 30000 0.23

13.10.2017 (9000) 0.07 21000 0.16

27.10.2017 (3000) 0.02 18000 0.14

17.11.2017 6000 0.05 24000 0.19

24.11.2017 (3000) 0.02 21000 0.16

01.12.2017 (6000) 0.05 15000 0.12

22.12.2017 (3000) 0.02 12000 0.09

05.01.2018 (3000) 0.02 9000 0.07

12.01.2018 3000 0.02 12000 0.09

25.01.2018 (3000) 0.02 9000 0.07

02.02.2018 360000 2.82 369000 2.89

09.02.2018 15000 0.12 384000 3.00

16.02.2018 9000 0.07 393000 3.07

23.02.2018 (6000) 0.05 387000 3.03

02.03.2018 (141000) 1.10 246000 1.92

09.03.2018 45000 0.35 291000 2.28

16.03.2018 18000 0.14 309000 2.42

23.03.2018 (6000) 0.05 303000 2.37

30.03.2018 6000 0.05 309000 2.42



during the year)

63000 0.49 63000 0.49

3. Mr. Saurabh Jain







etc)

09.06.2017 102000 0.80 102000 0.80

29.12.2017 18000 0.14 120000 0.94

16.02.2018 27000 0.21 147000 1.15

23.02.2018 3000 0.02 150000 1.17



during the year)

150000 1.17 150000 1.17

4. Mr. Ramesh Damani







etc)

09.06.2017 99000 0.77 99000 0.77

16.06.2017 12000 0.09 111000 0.87

01.12.2017 3000 0.02 114000 0.89



during the year)

114000 0.89 114000 0.89

5. Amit Munot HUF




specifying the reasons for - - - -



etc)



during the year)

102000 0.80 102000 0.80

6. Mr. Prateek Jain







etc)

09.06.2017 42000 0.33 42000 0.33

18.08.2017 (42000) 0.33 0 0

09.03.2018 90000 0.70 90000 0.70

16.03.2018 6000 0.05 96000 0.75



during the year)

96000 0.75 96000 0.75

7. M/s. Central Park Securities Holding Private Limited







etc.)

02.06.2017 69000 0.54 69000 0.54

04.08.2017 (6000) 0.05 63000 0.49



during the year)

63000 0.49 63000 0.49

8. M/s. Gini Silk Mills Ltd







etc.)

14.07.2017 69000 0.54 69000 0.54



during the year)

69000 0.54 69000 0.54

9. Mr. Vinod Lodha







etc.)

02.06.2017 33000 0.26 33000 0.26

30.06.2017 33000 0.26 66000 0.52

15.12.2017 (3000) 0.02 63000 0.49

02.02.2018 (3000) 0.02 60000 0.47



during the year)

60000 0.47 60000 0.47

10. Mr. Gautam Chand Munot







etc)

- - - -



during the year)

63000 0.49 63000 0.49

v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr.

No.


the year


during the year

No. of shares % of total

shares of the

Company

No. of shares % of total

shares of the

Company


At the beginning of the year 10,565,625 87.36 10,565,625 87.36






equity etc.)

19.05.2017 (2755000) 22.79 7810625 64.62

09.03.2018 36000 0.28 7846625 61.38

16.03.2018 30000 0.23 7876625 61.62

30.03.2018 21000 0.16 7897625 61.78


Mrs. Meena S. Pophale

At the beginning of the year 5375 0.04 5375 0.04





- - - -


equity etc.)


Mr. Rahul Asthana







equity etc.)

- - - -

At the End of the year - - - -

Mr. Prasanna Prabhakar Rege







equity etc.)

- - - -


Mr. Ravindra Keshav Paranjpe







equity etc.)

- - - -


Mrs. Uttara Kher







equity etc.)

- - - -


Mr. Pramod Gajare







equity etc.)

- - - -


Mr. Jayesh Vaishnav







equity etc.)

- - - -


Mr. Laxmikant Potdar







equity etc.)

- - - -


IV. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Rupees in Lakh)

Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of

the financial year

i) Principal Amount 1272.98 0.61 - 1273.59

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 1272.98 0.61 - 1273.59

Change in Indebtedness during

the financial year

Addition 58.97 214.61 273.58

Reduction 501.29 80.00 581.29

Net Change (442.32) 134.61 (307.71)

Indebtedness at the end of the

financial year

i) Principal Amount 830.66 135.22 965.88

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 830.66 135.22 965.88

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Rupees in Lakh)

Sr.

No.

Particulars of

Remuneration Name of MD/ WTD/ Manager Total

Amount

Mrs.

Meena

Pophale

Mr. Sunil

Pophale

Mr. Pramod

Gajare

(Appointed

w.e.f

11.09.2017)

Mr. Vasant

P. Jagtap

(Resigned

w.e.f.

30.09.2017)

1 Gross salary

(a) Salary as per

provisions

contained in

section 17(1) of

the Income-tax

Act,

1961

12.00 12.00 11.02 12.34 47.36

(b) Value of

perquisites u/s

17(2) Income-tax

Act, 1961

-

-

-

(c) Profits in lieu

of salary under

section 17(3)

Income-tax Act,

1961

-

-

-

2 Stock Option -

-

-

3 Sweat Equity -

-

-

4 Commission -

-

-

- as % of profit -

-

-

- others, specify -

-

-

5 Others, please

specify

-

-

-

Total (A) 12.00 12.00 11.02 12.34 47.36

Ceiling as per the

Act

84.00 168.00 168.00 168.00

B. Remuneration to Other Directors:

(Rupees in Lakh)

Sl.

No.

Particulars of

Remuneration

Names of Directors Total

Amount

Mr. Prasanna

Prabhakar Rege

Mr. Ravindra

Keshav

Paranjpe

Mrs. Uttara

Kher

Mr. Rahul

Asthana

1. Independent Directors

Fee for attending board

/ committee meetings - - - - -

Commission - - - - -

Others, please specify - - - - -

Total (1) -

2. Other Non-Executive

Directors

Fee for attending board

/ committee meetings - - - - -

Commission - - - - -

Others, please specify - - - - -

Total (2)

Total (B)=(1+2)

Total Managerial

Remuneration

Overall Ceiling as per

the Act

Rs. 1 Lakh per Meeting

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Rupees in Lakh)

Sl.

No.

Particulars of Remuneration Key Managerial Personnel

Company

Secretary CFO

Total

1 Gross salary

(a) Salary as per provisions

contained in section 17(1) of

the Income-tax Act, 1961

1.82 12.43 14.25

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of salary

under section 17(3) Income

tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

- as % of profit - - -

- others, specify - - -

5 Others, please

specify - - -

Total 1.82 12.43 14.25

VI. PENALTIES/ PUNISHMENT/ COMPOUNDING OFOFFENCES:

Type Section of

the

Companies

Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority

[RD /NCLT/

COURT]

Appeal made,

if any

(give Details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -




Sd/-



DIN: 00064412

Add: Flat No 15, Lalit Bldg, Wode House Road.

Colaba, Mumbai, 400039

Date: May 30, 2018

Place: Mumbai

Annexure III

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of every listed Company

shall constitute the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee is formulated in compliance with Section 178 of the

Companies Act, 2013 read along with the applicable rules thereto.

The Nomination and Remuneration Policy of the Company is designed to attract, motivate and retain

manpower in a competitive and international market. The policy reflects the Company's objectives for

good corporate governance as well as sustained long-term value creation for shareholders.

DEFINITIONS

a) “Board” means Board of Directors of the Company.

b) “Company” means “VADIVARHE SPECIALITY CHEMICALS LIMITED”

c) “Independent Director” means a director referred to in Section 149 (6) of the Companies Act,

2013.

d) “Key Managerial Personnel” (KMP) means (i) Chief Executive Officer or the Managing

Director or the Manager, (ii) Company Secretary, (iii) Whole-time Director, (iv) Chief Financial

Officer and (v) Such other officer as may be prescribed.

e) “Nomination and Remuneration Committee” shall mean a Committee of Board of Directors

of the Company, constituted in accordance with the provisions of Section 178 of the Companies

Act, 2013.

f) “Policy or This Policy” means, “Nomination and Remuneration Policy.”

g) “Remuneration” means any money or its equivalent given or passed to any person for services

rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

h) “Senior Management” mean personnel of the Company who are members of its core

management team excluding Board of Directors. This would include all members of management

one level below the executive directors, including all the functional heads.

SCOPE

The Remuneration Policy applies to the Company's senior management, including its Key Managerial

Person and Board of Directors.

OBJECTIVE

The Key Objectives of the policy would be:

1. To guide the Board in relation to appointment and removal of Directors, Key Managerial

Personnel and Senior Management

2. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel

and Senior Management.

GUIDING PRINCIPLES

The Policy ensures that:

1. The Committee while designing the remuneration package considers the level and composition of

remuneration to be reasonable and sufficient to attract, retain and motivate the person.

2. Relationship of remuneration to performance is clear and meets appropriate performance

benchmarks and

3. The Committee considers that a successful remuneration policy must ensure that a significant part

of the remuneration package is linked to the achievement of corporate performance targets.

TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE

1. To formulate a criteria for determining qualifications, positive attributes and independence of a

Director.

2. Formulate criteria for evaluation of Independent Directors and the Board.

3. Identify persons who are qualified to become Directors and who may be appointed in Senior

Management in accordance with the criteria laid down in this policy.

4. To carry out evaluation of every Director‟s performance.

5. To recommend to the Board the appointment and removal of Directors and Senior Management.

6. To recommend to the Board policy relating to remuneration for Directors, Key Managerial

Personnel and Senior Management.

7. Ensure that level and composition of remuneration is reasonable and sufficient, relationship of

remuneration to performance is clear and meets appropriate performance benchmarks

8. To devise a policy on Board diversity.

9. Identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their

appointment and removal

10. Recommend to the Board, remuneration including salary, perquisite and commission to be paid to

the Company‟s Executive Directors on an annual basis or as may be permissible by laws

applicable.

11. Recommend to the Board, the Sitting Fees payable for attending the meetings of the

Board/Committee thereof, and, any other benefits such as Commission, if any, payable to the

Non- Executive Directors.

12. Setting the overall Remuneration Policy and other terms of employment of Directors, wherever

required.

13. Removal should be strictly in terms of the applicable law/s and in compliance of principles of

natural justice

14. To carry out any other function as is mandated by the Board from time to time and / or enforced

by any statutory notification, amendment or modification, as may be applicable.

15. To perform such other functions as may be necessary or appropriate for the performance of its

duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

APPOINTMENT OF DIRECTOR (INCLUDING INDEPENDENT DIRECTORS)

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the

person for appointment as Director, KMP or at Senior Management level and recommend to the Board

his / her appointment.

The Committee has discretion to decide whether qualification, expertise and experience possessed by

a person are sufficient / satisfactory for the concerned position.

As per the applicable provisions of Companies Act 2013, Rules made thereunder, the Nomination and

Remuneration Committee shall have discretion to consider and fix any other criteria or norms for

selection of the most suitable candidate/s.

CRITERIA FOR APPOINTMENT OF KMP/SENIOR MANAGEMENT

To possess the required qualifications, experience, skills & expertise to effectively discharge their

duties and responsibilities

1. To practice and encourage professionalism and transparent working environment.

2. To build teams and carry the team members along for achieving the goals/objectives and corporate

mission.

3. To adhere strictly to code of conduct.

REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder

or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board

with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the

provisions and compliance of the said Act, rules and regulations.

POLICY RELATING TO REMUNERATION OF DIRECTORS, KMP & SENIOR

MANAGEMENT PERSONNEL:

1. No director/KMP/ other employee are involved in deciding his or her own remuneration.

2. The trend prevalent in the similar industry, nature and size of business is kept in view and given

due weight age to arrive at a competitive quantum of remuneration.

3. Improved performance should be rewarded by increase in remuneration and suitable authority for

value addition in future.

4. Remuneration packages should strike a balance between fixed and incentive pay, where

applicable, reflecting short and long term performance objectives appropriate to the Company's

working and goals.

5. Provisions of law with regard making payment of remuneration, as may be applicable, are

complied.

6. Whenever, there is any deviation from the Policy, the justification /reasons should also be

indicated / disclosed adequately.

7. Executive remuneration is proposed by the Committee and subsequently approved by the Board of

Directors. Executive remuneration is evaluated annually against performance. In determining

packages of remuneration, the Committee may take the advice of the Chairman/ Managing

Director of the Company.

8. The annual variable pay of senior managers is linked to the performance of the Company in

general and their individual performance for the relevant year measured against specific Key

Result Areas, which are aligned to the Company's objectives.

FOLLOWING CRITERIA ARE ALSO TO BE CONSIDERED

Responsibilities and duties ; Time & efforts devoted; Value addition; Profitability of the Company

& growth of its business; Analysing each and every position and skills for fixing the remuneration

yardstick ;

There should be consistent application of remuneration parameters across the organisation.

REVIEW

The policy shall be reviewed by the Nomination & Remuneration Committee and the Board, from

time to time as may be necessary.

**************

Annexure IV

Management Discussion and Analysis Report

Industry Structure and Development

Your company i s engaged i n manufacture of organic chemicals, intermediates,

active pharmaceutical ingredient (API‟s), personal care products and speciality chemicals. We

have emerged as one of the major source for chemical intermediates in India.

Opportunities & Threats

Your company is in the industry since last over 9 years. It has a very high degree of operating

synergy, economies of scale and high quality standards. The products of your company have

diverse uses and applications in several industries ranging from pharmaceutical, agro-chemicals

and personal cares.

The Company is having a good clientele base, which is well diversified over the world. Considering

the market situation, global companies have chosen Indian Manufacturers as compared to Chinese

companies due to better documentation, reliability and quality product supply from India which has

resulted in providing growth opportunities. Your Company is WHO-GMP certified company.

The introduction of revolutionary change in taxation regime viz. GST is having positive impact on

your company.

Segment/ Product Wise Performance

Your company i s engaged i n manufacture of organic chemical, intermediates,

active pharmaceutical ingredient (API‟s), personal care products and speciality chemicals, which is

considered as a single segment.

Your company has shown continuous growth in Turnover except for the last financial year. The

Company is striving hard for increasing profits from year to year. The total revenue from the

operations for the year ended March 31, 2018 declined to Rs. 2594.45 Lakhs as against Rs.

3537.28 Lakhs in the previous financial year 2017.

Market and Outlook

Your company has healthy order book position. The Company‟s R&D programs are focused on

new products development & successfully added a range of products in its basket. The newly

developed products will contribute a significant growth in revenue in coming years.

A better product mix, operational efficiency and stringent control on the cost have contributed

towards increasing productivity, production and operating margins.

The Company continued to focus on cost control at every level to improve the operational

efficiency which alongwith the increased operating level and upward revision of product prices is

expected to improve the margin. Continuous efforts are being made for efficient energy and raw

material consumption. The rate of flow of orders is encouraging. Production facilities are

realigned to meet the demand. Your company, barring unforeseen circumstances, expects to

further improve the turnover and performance. Increasing working capital is vital towards

substantial growth in the coming years. Recently the Company has installed greener technologies like

briquette fired boilers to save fuel costs, the positive effect of which will be reflected in the coming

financial years.

Risks and Concerns

Extreme volatility of exchange rate of rupee against US dollar is having significant impact on Raw

Material cost of the Company. Approximately 40% of its raw materials are imported from other

countries. However, the company has managed to mitigate the risk to a great extent through exports.

Internal Control Systems and their Adequacy

The Company has an adequate Internal Control System commensurate with the size and nature

of its business. The preparation designing and documentation of Policy on Internal Financial

Control has been finalized and implemented which will be reviewed periodically and modified

suitably to ensure controls. The internal audit functions are carried out by a separate firm of

Chartered Accountants. This is supplemented through an extensive internal audit programme and

periodic review by management and Audit Committee.

Discussion on Financial Performance with respect to operational performance

The total revenue from the operations for the year ended March 31, 2018 declined to Rs. 2594.45

Lakhs as against Rs. 3537.28 Lakhs in a previous financial year 2017. However, the Company is

confident that the newly developed products will contribute towards a significant growth in

revenue in coming years.

Human Resources

Human Resources are always the most important and valuable asset to the Company. The Company

has approximately 110 permanent employees as on 31st March, 2018 at factory and office level.

Recently Company has appointed highly qualified and well experienced team in R&D. Human

Resource, Quality Control and Quality Assurance Department had arranged a number of training

programs on cGMP, Safety Awareness. Apart from these internal training programs, employees are

also sent for training/seminars on regular basis for upgrading their knowledge and skill level. Your

company believes in investing in people to develop and expand their capability. The Company has

been able to create a favorable work environment that motivates performance, customer

focus and innovation VSCL's strategies are based, inter alia, on processes of continuous

learning and improvement.

Cautionary Statement

Statements in the Management Discussion & Analysis Report describing the Company's

expectations, opinion, and predictions may please be considered as "forward looking statements"

only. Actual results could differ from those expressed or implied. Company's operations should be

viewed in light of changes in market conditions, prices of raw materials, economic developments in

the country and such other factors.



Sd/-



DIN: 00064412

Add: Flat No. 15, Lalit Building, Wode House

Road. Colaba, Mumbai-400039

Date: May 30, 2018

Place: Mumbai

Annexure V

Annual Report on Corporate Social Responsibility (CSR) Activities:

1. A brief outline of the Company‟s CSR policy, including overview of projects or programs

proposed to be undertaken and a reference to the web- link to the CSR policy and projects and

programs:-

Policy Statement

For Vadivarhe Speciality Chemicals Limited (VSCL), the Corporate Social Responsibility (CSR) is a

planned set of activities taking into consideration the Company's capabilities, expectations of the

communities living in and around the areas of its operation as well as overall Country, targeted to

have a significant positive impact in the long term. The aim is to play a catalytic role in the sustainable

socio-economic development in the regions where the industry is located or where its interests lie,

attempting to create an enabling working environment for VSCL.

Organization Setup

VSCL has setup a Corporate Social Responsibility (CSR) committee of 3 Directors. The CSR

Committee finalized the projects regarding expenditure to be incurred on CSR activities. Committee

to guide and monitor the CSR Activities and the progress of the project.

Geographical area of CSR Activities

VSCL has decided to take the CSR Activities around VSCL Factory Units; within a radius of 35 to 40

Km. The Company has also decided to take any good projects if approached to VSCL under CSR

Activities which can be taken place in any part of India.

Implementation of CSR Activities

VSCL has decided that the implementation of the CSR Activities is to be taken place by VSCL‟s

Employees, which will create a good relation of VSCL employees with nearby villagers. It is also easy

to closely monitor and better implementation of CSR Activities.

Identification of CSR Activities

VSCL has decided to undertake the CSR Activities to promote Education, Environmental

Sustainability, Nature Conservation and Animal Welfare, Providing necessary facilities to Rural Ares,

Health Assistant to Rural and Local Tribal Ares.

The CSR Policy and Activities are made available by the Company on the Company‟s website

www.vscl.net.in

2. The composition of the CSR Committee –

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting

of following members:

1. Mr. Sunil Haripant Pophale, Director,

2. Mrs. Meena Sunil Pophale, Director and

3. Mrs. Uttara A. Kher, Director


3. Average Net Profit of the Company for last three financial years –

Sr.

No. Particular Amount

1 Net profit for the year ended 31st March 2017 9,45,63,980



* Total of profits of preceding three financial years 19,68,82,683

* Average Net Profit for the preceding three financial years 6,56,27,561

4. Prescribed CSR Expenditure (two percent of the amount as per item 3 above) –

Rs. 13,12,551/-

5. Details of CSR spent during the financial year:-

(a) Total amount to be spent for the financial year – Rs. 16,27,260/-

(b) Amount unspent if any – Nil

(c) Manner in which the amount spent during the financial year is detailed below:

S.

No.

CSR

Project or

activity

identified

Sector in

which the

project is

covered

Project or

programs

(1) Local

area or

other (2)

Specify the

state and

district

where

projects or

programs

was

undertaken

Amount

outlay

(budget)

project

or

programs

wise

Amount

spent on the

projects or

programs

sub heads:

(1) Direct

Expenditure

on projects

and

programs

(2)

Overheads:

Cumulative

expenditure

up to the

reporting

period

Amount

spent Direct

or through

implementing

agency

1 Paid to

Satyam

Pharma for

Medical Aid

to Mrs.

Sonali

Sandeep

Kshirsagar

Providing

Health

Assistant

Local Area-

Vadivarhe,

District-

Nasik,

State-

Maharashtra

1,00,000 1,00,000 1,00,000 Spent Directly

2 Paid to

Nature

Conservation

Society of

Nashik

Conservation

of Nature

Local Area-

Vadivarhe,

District-

Nasik,

State-

Maharashtra

4,00,000 4,00,000 5,00,000 Spent Directly

3 Donation to

Ruler Police

Fund

Providing

necessary

facilities

Local Area,

Nashik,

District-

Nasik,

State-

Maharashtra

25,000 25,000 5,25,000 Spent Directly

4 Removal of

Pond Mud,

under Jal

Sandharan

Providing

necessary

facilities

Local Area-

Vadivarhe,

District-

Nasik,

State-

Maharashtra

11,02,260 11,02,260 16,27,260 Spent Directly

Total 16,27,260 16,27,260 16,27,260

The Company is also doing plantation at nearby factory road and providing and helping healthy

atmosphere to nearby area, also taking responsibility of watering the plants outside factory

area.

6. We hereby affirm that the CSR policy, as approved by the Board, has been implemented and the CSR

committee monitors the implementation of the CSR projects and activities in compliance with our

CSR objectives.

Sd/-



DIN: 00064412

Add: Flat No 15, Lalit Bldg, Wode

House Road. Colaba, Mumbai, 400039

Date: May 30, 2018

Place: Mumbai

Annexure VI

FORM NO. MR.3

SECRETARIAL AUDIT REPORT

For The Financial Year Ended 31st March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,


Gate No. 204, Vadivarhe

Igatpuri – 422403, Maharashtra

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Vadivarhe Speciality Chemicals Limited (hereinafter

called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable

basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on our verification of the Company‟s books, papers, minute books, forms and returns filed and

other records maintained by the Company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct of secretarial audit, We hereby

report that in our opinion, the Company has, during the audit period covering the financial year ended

on 31st March, 2018 („Audit Period‟) complied with the statutory provisions listed hereunder and also

that the Company has proper Board-processes and compliance-mechanism in place to the extent, in

the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2018 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to

the extent of Overseas Direct Investment, Foreign Direct Investment and External

Commercial Borrowing (Not Applicable during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 („SEBI Act‟) :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015. (hereinafter “Insider trading Regulations”)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014 (Not Applicable to the Company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 (Not Applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009 (Not Applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

(Not Applicable to the Company during the audit period)

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. (hereinafter “Listing Regulations”)

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) Listing Agreements entered with stock exchange.

During the period under review the Company has generally complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. as mentioned above except that the disclosure under

Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 was filed in delay with the

Stock exchange.

We further report that the following laws are specifically applicable to the Company. However, as

confirmed by the management there were no compliance required to be done under those laws during

the audit period.

1. The Drugs and Cosmetics Act, 1940;

2. The Drugs and Cosmetics Rules, 1945; &

3. The Indian Boilers Act, 1923.

We further report that the Board of Directors of the Company is duly constituted with proper

balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in

the composition of the Board of Directors that took place during the period under review were carried

out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings and agenda items were sent at

least seven days in advance and a system exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out either unanimously or

majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the

Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with

the size and operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

We further report that during the audit period the Company has issued and allotted 689,000

Equity Shares of the face value of Rs. 10.00 each a premium of Rs. 32 per shares as a fresh issue and

27,55,000 equity shares of face value of Rs.10 each a premium of Rs. 32 per shares were offered for

sale by Promoter of the Company pursuant to Initial Public Offer (“IPO”)

For Makarand M. Joshi & Co.,

Company Secretaries

Sd/-

Kumudini Bhalerao

Partner

FCS No. 6667

CP No. 6690

Place: Mumbai

Date: May 30, 2018

This report is to be read with our letter of even date which is annexed as Annexure A and forms an

integral part of this report.

„Annexure A‟

To,

The Members,


Gate No. 204, Vadivarhe

Igatpuri – 422403, Maharashtra

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company.

Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was

done on test basis to ensure that correct facts are reflected in secretarial records. We believe

that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of

Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance

of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification

of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company

nor of the efficacy or effectiveness with which the management has conducted the affairs of

the company.

For Makarand M. Joshi & Co.,

Company Secretaries

Sd/-

Kumudini Bhalerao

Partner

FCS No. 6667

CP No. 6690

Place: Mumbai

Date: May 30, 2018

ANNEXURE VII

Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies

(Appointment & Remuneration) Rules, 2014

I. The percentage increase in remuneration of the executive Directors, Chief Financial Officer

and Company Secretary during the financial year 2017-18, the ratio of remuneration of each

director to the median remuneration of the employees of the Company for the financial year

and the comparison of remuneration of each Key Managerial personnel (KMP) against the

performance of the Company is as under:

Sr.

No. Name Designation

Remunera

tion for

F.Y. 2017-

18 (in Rs.)

% increase

in the

remuneratio

n for

financial

year 2017-18

Ratio of

remuneration of

Director to

median

remuneration of

employees

1. Mrs. Meena Pophale Whole-time

Director 1200000 0% 4.20:1

2. Mr. Sunil H. Pophale Executive

Director 1200000 0% 4.20:1

3. Mr. Pramod Gajare *Executive

Director 1102473 N.A 3.86:1

4. Mr. Vasant P. Jagtap **Executive

Director 1234067 0% 4.32:1

5. Mr. Laxmikant Potdar

Chief

Financial

Officer

1243332 10% 4.35:1

6. Mr. Jayesh Vaishnav Company

Secretary 181664 0% 0.63:1

*Appointed as Executive Director w.e.f 11th September, 2017, before 11

th September, 2017,

he has received Rs. 787480 as salary in capacity of GM-Production,

**Resigned as the Executive Director of the Company w.e.f 30th September, 2017

II. The median remuneration of employees during the financial year was Rs. 2,85,651/- (For

calculating the median remuneration of employees, only the remuneration paid to employees

who have served throughout the financial year 2017-18 has been considered)

III. There were 105 permanent employees on the rolls of the Company as on 31st March, 2018

IV. In the financial year there was an increase of 10% in the median remuneration.

V. Average increase made in the salaries of employees other than the managerial personnel in the

financial year 2017-18 was 10% and average increase in the managerial remuneration w.r.t the

managerial personnel for the financial year 2017-18 was 10%. In wake of the IPO of the

Company and the entailing efforts of the managerial personnel coupled with their visionary as

evident from the growth story of the Company, the remuneration of the Managerial personnel

has been increased to the said figure.

VI. It is hereby affirmed that the remuneration is paid as per the remuneration policy of the

company.

VII. List of top 10 employees in terms of remuneration drawn

Sr.

No.

Name of

the

Employe

e

Desig

natio

n

Remuner

ation

Nature

of

Employ

ment

Date of

commence

ment of

employme

nt

Age of

emplo

yee

Last

employ

ment

held by

such

employe

e

Qualific

ation

If the

emplo

yee is

a

relativ

e of

Direct

or or

Mang

er

1.

Mr. Sunil

H.

Pophale

Execu

tive

Direct

or

1200000 Employe

e

23-02-09

61

Fem

Care

Pharma

Ltd

B. Tech Yes

2.

Mrs.

Meena S.

Pophale

Whol

e-

time

Direct

or

1200000 Employe

e

23-02-09

57

Pentago

n

Manufac

turing

and

Marketin

g Ltd

B.A. Yes

3.

Mr.

Pramod

Digamba

r

Narkhede

Sr.

Mana

ger-

QA &

QC

1461579 Employe

e 03-07-09 53

Fem

Care

Pharma

Ltd

MSc

Applied

Chemistr

y

No

4.

Mr.

Dinesh

Nilkanthr

ao Malpe

Mana

ger-

Produ

ction

1200018 Employe

e 25-09-17 36

Harman

Finoche

m Ltd

BE

Chemical No

5.

Mr.

Anirudha

Shamrao

Mhaske

Mana

ger-

HR &

Admi

n

1173977 Employe

e 23-08-12 42

Dabur

India

Ltd

B Com,

MBA No

6.

Mr.

Ganesh

B. Wagh

Mana

ger-

Outso

urcin

g

1050053 Employe

e 01-06-17 35

Kawman

Pharma

MSc

Organic

Chemistr

y

No

7.

Mr.

Satish

Pandhari

nath

Paithanka

r

Mana

ger-

Stores

&

Excis

e

993959 Employe

e 01-07-12 45

Dabur

India

Ltd

BA No

8.

Mr.

Krishnara

o Lotan

Patil

Assist

ant

Mana

ger-

Produ

ction

748038 Employe

e 03-07-09 47

Fem

Care

Pharma

Ltd

Bsc

Chemistr

y

No

9.

Mr.

Hitendra

Digamba

r

Mahajan

Assist

ant

Mana

ger-

Maint

enanc

e

670242 Employe

e 17-08-09 43

Gauri

Industrie

s

Dip. in

Ele.

Engg

No

10.

Mr.

Jayant

Pandhari

nath

Bhangale

Assist

ant

Mana

ger-

Produ

ction

661574 Employe

e 03-07-09 50

Fem

Care

Pharma

Ltd

Bsc

Chemistr

y

No

INDEPENDENT AUDITOR‟S REPORT

To the Members of VADIVARHE SPECIALITY CHEMICALS LIMITED

1] Report on the Financial Statements

We have audited the accompanying financial statements of VADIVARHE SPECIALITY

CHEMICALS LIMITED („the Company‟), which comprise the balance sheet as at 31 March 2018,

the statement of profit and loss and the cash flow statement for the year then ended, and a summary of

significant accounting policies and other explanatory information.

2] Management‟s Responsibility for the Financial Statements

The Company‟s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial

statements that give a true and fair view of the financial position, financial performance and cash

flows of the Company in accordance with the accounting principles generally accepted in India,

including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

3] Auditor‟s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor‟s judgment,

including the assessment of the risks of material misstatement of the financial statements, whether due

to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company‟s preparation of the financial statements that give a true and fair view in

order to design audit procedures that are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of the accounting policies used and the reasonableness of the

accounting estimates made by the Company‟s Directors, as well as evaluating the overall presentation

of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the financial statements.

4] Opinion

In our opinion & to the best of our information & according to the explanations given to us, the said

accounts give the information required by the Companies Act, in the manner so required & give a true

& fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st, March 2018 &

(b) In the case of the statement of Profit & Loss, of the Profit for the year ended on that date.

(c) In case of the cash flow statements, the cash flows for the year ended on that date.

5] Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor‟s Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure

A”, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far

as it appears from our examination of those books;

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this

Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2018 taken

on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from

being appointed as a director in terms of Section 164 (2) of the Act;

(f)With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate report in “Annexure

B”; and

(g) With respect to the other matters to be included in the Auditor‟s Report in accordance with Rule

11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial

statements

ii. The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses.

iii. There were no amounts to be transferred to the Investor Education and Protection Fund by the

Company.

(h) The reporting on disclosures relating to Specified Bank Notes is not applicable o the Company for

the year ended March 31, 2018

For S.R.RAHALKAR & ASSOCIATES

Place: Mumbai CHARTERED ACCOUNTANTS

Date: 30/05/2018 Firm Registration No.108283W

S.R.RAHALKAR

Partner

Membership Number 014509


Annexure A to the Auditors‟ Report

The Annexure referred to paragraph 1 under the heading “Report on other legal and regulatory

requirements” of our report to the members of VADIVARHE SPECIALITY CHEMICALS

LIMITED „the Company‟) for the year Ended on 31/03/2018. We report that:

(i)

(a) The company has maintained proper records so as to show full particulars, including

quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable

intervals. According to the information and explanations given to us, no material

discrepancies were noticed on such verification.

(c) According to the information and explanation given to us the title deeds of immovable

properties are held in the name of the company.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the

management and according to the information and explanation given to us no material

discrepancies were noticed. In respect of inventory lying with third parties, these have been

confirmed by them.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, Limited

Liability Partnerships or other parties covered in the register maintained under section 189 of

the Companies Act, 2013. Accordingly, paragraph 3(iii) (a), (b) and (c) are not applicable to

the company.

(iv) In our opinion and as per the information and explanation given to us, in respect of loans,

investments, guarantees, and security the provisions of section 185 and I86 of the Companies

Act, 2013 have been complied with.

(v) In our opinion and according the information and explanations given to us, the company has

not accepted deposits, and the directives issued by the Reserve Bank of India and the

provisions of sections 73 to 76 or any other relevant provisions of the Companies Act.

Accordingly paragraph 3 (v) of the Order is not applicable to the Company.

(vi) According to the information and explanations given to us, since the company does not fulfill

the conditions pursuant to the companies (Cost Accounting Record) Rules 2011 prescribed by

the central Government, under sub-section (1) of section 148 of the Companies Act, 2013 for

maintenance of the prescribed cost records and therefore such cost records are not maintained

by the company. Accordingly Paragraph 3(vi) of the order is not applicable.

(vii) (a) According to the information and explanation given to us and on the basis of the our

examination , the company is regular in depositing undisputed statutory dues including

provident fund, employees‟ state insurance, income-tax, sales-tax, service tax, duty of

customs, duty of excise, value added tax, cess and any other statutory dues with the

appropriate authorities and that there are no arrears of outstanding statutory dues as at the

last day of the financial year concerned for a period of more than six months from the date

they became payable.

(b) There are no dues of income tax or sales tax or wealth tax or service tax or duty of

customs or duty of excise or value added tax or cess deposited on account of any

dispute.

(viii) In our opinion and according to the information and explanations given to us, the

Company has not defaulted in repayment of loans or borrowings to banks or to financial

institutions Further, no loans or borrowings were taken from government and there were

no debentures issued during the year or outstanding as at 31 March 2018

(ix) In our opinion and according to the information and explanations given to us and on the

basis of our examination of the records of the Company, during the current and previous

year, the Company has utilised all the money raised by way of initial public offer, for the

purpose for which they were raised. Moreover, the term loans taken by the Company have

been applied for the purposes for which they were raised.

(x) According to the information and explanation given to us, no fraud of material

significance by the company or on the company by its officers or employees has been

noticed or reported during the year.

(xi) In our opinion and according to the information and explanation given to us, the company

has paid/provided for managerial remuneration in accordance with the requisite approvals

mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion, and according to the information and explanation given to us, the company

is not a nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable.

(xiii) In our opinion and according to the information and explanation given to us, all

transactions with the related parties are in compliance with section 177 and 188 of

Companies Act, 2013 where applicable and the details have been disclosed in the

Financial Statements etc. as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us and on the basis of explanation

given to us, the company has not made any preferential allotment or private placement of

shares or fully or partly convertible debentures during the year. Accordingly, paragraph

3(xiv) of the order is not applicable to the company.

(xv) In our opinion and according to the information and explanation given to us, The

Company has not entered into any non-cash transactions with directors or persons

connected with him. Accordingly paragraph 3(xv) of the order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of

India Act 1934. Accordingly paragraph 3(xvi) of the order is not applicable.

For S.R.RAHALKAR & ASSOCIATES.

Place: Mumbai Chartered Accountants

Date: 30/05/2018 Firm Registration Number 108283W

Sd/-

S. R. RAHALKAR.

PARTNER

Membership Number 014509

NOTES FORMING PART OF ACCOUNTS AS AT 31st MARCH 2018

A) SIGNIFICANT ACCOUNTING POLICIES

(1) ACCOUNTING CONVENTIONS:

The financial statements are presented under the historical cost convention on accrual basis in

accordance with the generally accepted accounting principles (GAAP) and applicable Accounting

Standards prescribed under Section 133 of Companies Act, 2013. The accounting policies adopted in

the preparation of Financial statements are consistent with those followed in previous year.

(2) USE OF ESTIMATES :-

The preparation of financial statements require the management to make estimates and assumption

considered in the reported amount of assets and liabilities (including contingent liabilities) as of the

date of financial statements and the reported income and expenses during the reporting period.

Management believes that the estimates used on preparation of financial statements are prudent and

reasonable. Future results could differ from these estimates.

(3) REVENUE RECOGNITION:

Sale of goods is recognized on dispatches to customer, inclusive of sales tax (wherever applicable)

and is net of discount.

The income from loan licensing facilities is recognised on the basis of actual production and invoice

raised accordingly.

Interest income is recognized on a time proportion basis taking into account the amount outstanding

and the rate applicable. Dividend income is recognized when right to receive the payment is

established.

(4) FIXED ASSETS:

a) Fixed assets are stated at historical cost of acquisition / construction less depreciation.

b) Attributable interest and expenses of bringing the respective assets to working condition for their

intended use are capitalized.

(5) METHOD OF DEPRECIATION AND AMORTISATION:

i) Depreciation on fixed assets is provided on Straight Line Method at the rates specified in the

Schedule II of The Companies Act 2013.

ii) Effective 1st April 2014, the company depreciates its fixed assets over the useful life in the manner

prescribed in Schedule II of the Act, as against the earlier practice of depreciating at the rates

prescribed in Schedule XIV of the Companies Act 1956.

(6) INVENTORIES:

a) Raw Materials are valued on the basis of the Batch wise balance stock at the end of the year. This

method has been consistently followed.

b) Cost of Semi-finished and finished goods comprise of materials cost and conversion cost.

c) Inventories are valued at lower of cost and net realizable value

(7) INVESTMENTS:

Investments are to be stated at cost.

(8) TAXATION:

a) Current tax is determined as the amount of tax payable in respect of taxable income for the year.

b) The deferred tax for timing difference between the book and tax profit for the year is accounted

using tax rates tax laws that have been enacted or substantially enacted at the Balance Sheet date.

c) Deferred Tax assets arising from the timing difference are recognized to the extent there is

reasonable certainty that sufficient future taxable income will be available.

(9) Income from Temporary Investments (Interest) is accounted on accrual basis.

(10) Employment Retirement Benefits:

Monthly Contributions to Provident Fund are considered on accrual basis in the accounts.

The Provision for Gratuity is made in the books of accounts as per actuarial valuation.

(11) Contingent Liabilities:

Liabilities which are material and whose future outcome cannot be ascertained with reasonable

certainty are treated as contingent and disclosed by way of notes on accounts.

B) NOTES ON ACCOUNTS: -

1. Balances of Debtors and Creditors are subject to confirmation.

2. The current assets and current liabilities are, in the opinion of the directors, recoverable and

payable at the values stated in the statement of accounts.

3. The break-up of deferred tax assets and liabilities into major components at the year end of

31/3/2018 is as below:

Particulars Liabilities Liabilities

As on 31/3/18 As on 31/03/17

Depreciation 2,43,77,568/- 2,70,78,866/-

Particulars Assets Assets

As on 31/3/18 As on 31/03/17

Leave Encashment 4,53,231/- 4,58,100/-

Bonus 4,24,124/- 4,90,220/-

LTA 2,10,077/- 2,22,652/-

Gratuity /PF 9,74,991/- 10,00,071/-

TOTAL 20,62,423/- 21,70,953/-

Net Deferred Tax Liability 2,23,15,145/- 2, 49, 07,912/-

5. Foreign Exchange Transactions:

i) Transactions in foreign currencies are recorded at the exchange rates prevailing on the date

of the transaction.

ii) Monetary items in the form of Loans, Current Assets and Current Liabilities in Foreign

Currency , outstanding at the close of the year , are converted in Indian currency the

appropriate rates of exchange prevailing on the date of the Balance Sheet , resultant gain or

loss is accounted in the statement of Profit and loss during the year.

iii) All other incomes or expenditure in foreign currency, are recorded at the rates of exchange

prevailing on the dates when the relevant transactions take place.

6. Since the VAT/GST Audit is yet to complete the changes that may occur due to the

VAT/GST Audit will be effected in the year of completion of audit.

7. The advance given to customer includes advance given to Enaltec Labs private Limited of Rs

4,00,00,099/-.

8. Creditors includes Codexis of Rs 19,54,200/- for the supply of the goods. The balance is

outstanding for more than three years. The payment is withheld on account of certain issues

arising of the supply and use of the material.

9. Creditors for capital good include a party Pharma Air control engineers of Rs 4,58,890/- which

is pending since 2012.

10. Advances to suppliers include a party Universal Engineers of Rs 12,25,000/- which is pending

since 2014. (18.9 lacs)

11. Other noncurrent Assets includes Insurance claim receivable of Rs 19,63,602 is pending with

Oriental Insurance Company Ltd since September 2013. OIC has rejected the claim on 2/11/2016.

The company has filed a consumer complaint (Case Number 368/2017) in the Court of Honorable

State Consumer dispute Redressal commission Mumbai on 24/3/17. The case is pending till date.

12. Details of Corporate Social Responsibility spent during the financial year:-

(a) Total amount to be spent as per Section 135 of the Companies Act 2013 for the financial year

@ 2% of the average net profit for the last three financial years is Rs. 13,12,551/-

(b) Expenditure incurred towards Corporate Social Responsibility during the financial year if Rs

16,27,260/-

Sr.

No.

CSR Project or activity

identified

Sector in which the project is

covered

Amount outlay

(budget) project

or programs wise

1 Removal of Pond Mud &

Dump

Health/environmental

sustainability and sanitation 12,02,260

2 For Nature Conservation

Purpose

Environmental sustainability 4,00,000

3 Medical Aid to Mrs.

Sonali Kshirsagar

Health Assistance 1,00,000

4 For Rural Nashik Police

Welfare purpose

Others 25,000

Total 16,27,260

Out of note (b) above, Rs Nil is towards construction /acquisition of asset that will be owned by

Company. The unspent amount is Nil.

14. Items wherever necessary are re grouped re arranged and reclassified accordingly.

Sd/-

Sunil H Pophale For S.R Rahalkar & Associates

Chairman Chartered Accountants

Executive Director Firm Reg. No.108283W

Sd/- Sd/- Sd/-

Laxmikant Potdar Jayesh Vaishnav S.R.Rahalkar

Chief Financial Officer Company Secretary PARTNER

Membership No. 014509

Date: 30/05/2018

Place: Mumbai


Gat No. 204, Vadivarhe, Igatpuri, Maharashtra 422403,

CIN: L24100MH2009PLC190516,

Email id: [email protected] Website: www.vscl.net.in

Phone : 02553 282200 Fax :022 26740371

Balance Sheet as at 31st March, 2018

In Rupees

Particulars Note No

Figures As at 31st March, 18

Figures As at 31st March, 17

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

(2) Non-Current Liabilities

(a) Long-term borrowings

(b) Deferred tax liabilities (Net)

(c) Other Long term Liabilities

(d) Long Term Provisions

(3) Current Liabilities

(a) Short-term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short-term provisions

II. ASSETS

(1) Non-Current Assets

(a) Fixed assets

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work-in-progress

(iv) Intangible assets under development

(b) Non-current investments

(c) Deferred tax assets (net)

(d) Long term loans and advances

(e) Other non-current assets

(2) Current Assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances

(f) Other current assets

Total

Total

A.

127,827,500

120,937,500

B. 146,427,424 113,750,524

C.

43,695,889

37,704,987

D. 22,315,145 24,907,912

E. 2,629,714 2,535,524

F. 4,845,488 3,584,819

G.

40,760,398

74,310,598

H. 21,870,872 37,204,441

I. 17,412,196 16,322,713

J. 14,375,909 26,026,558

442,160,535 457,285,576

K.

195,333,589

170,252,082

L. 1,515,025 938,060

M. 15,840,326 861,154

- -

N. 510,000 510,000

- -

O. 64,548,706 67,104,355

P. 1,979,304 1,972,943

-

-

Q. 30,878,069 19,829,733

R. 86,104,072 153,219,474

S. 8,094,222 1,079,435

T. 37,354,128 41,515,246

U. 3,094 3,094

442,160,535 457,285,576

The accompanying notes are an integral part of these financial statements

As per our Report attached of even date.

For S R Rahalkar & Associates For and on behalf of the Board of Directors of

Chartered Accountants Vadivarhe Speciality Chemicals Limited

Firm Registration No.108283W

S. R. Rahalkar Sunil H. Pophale Pramod W Gajare

Partner Chairman and Executive Director Executive Director

Membership No.014509

Place : Mumbai Laxmikant S Potdar Jayesh Vaishnav

Date : May 30, 2018 Chief Financial Officer Company Secretary

Sd/- Sd/-

Sd/- Sd/-

Sd/-




Profit and Loss statement for the year ended 31st March, 2018

In Rupees

Particulars Note No Figures for the year ended

31st March, 18

Figures for the year ended

31st March, 17

I. Revenue from operations

II. Other Income

III. Total Revenue (I +II)

IV. Expenses:

Cost of materials consumed

Purchase of Stock-in-Trade

Changes in inventories of finished goods, work-in-progress

and Stock-in-Trade

Employee benefit expense

Financial costs

Depreciation and amortization expense

Manufacturing Expenses

Other expenses

V. Total Expenses

VI. Profit before exceptional and extraordinary items and tax

VII. Exceptional Items

- Prior Period Income

VIII. Profit before extraordinary items and tax (VI - VII)

IX. Extraordinary Items

X. Profit before tax (VIII - IX)

XI. Tax expense:

(1) Current tax

(2) Income Tax of earlier years

(3) Deferred tax

(4) MAT Credit entitlement

(5) MAT Credit utilised

XII. Profit/(Loss) for the period (X - XI)

No. of Shares Outstanding at the end of the period

XIII. Earning per equity share:

(1) Basic

(2) Diluted

1

255,588,325

350,287,824

2 3,856,546 3,440,399

259,444,871 353,728,223

3

68,383,346

116,375,559

4 - -

5 (1,666,444) 1,998,891

6 44,660,165 39,227,380

7 6,794,435 8,519,055

8 12,730,661 11,360,043

9 74,030,320 63,611,285

10 33,434,979 25,083,494

238,367,462 266,175,707

(III - V)

21,077,409

87,552,516

- -

621,322 7,011,464

21,698,731 94,563,980

- -

21,698,731 94,563,980

5,226,318

19,280,508

603,483 434,490 (2,592,768) 18,593,730 - (3,851,643)

(802,196) -

17,659,502 60,106,895

12,665,714

12,093,750

1.39 4.97

1.39 4.97

The accompanying notes are an integral part of these financial statements










Sd/- Sd/- Sd/-

Sd/- Sd/-


Cash Flow statement for the year ended 31st March, 2018

In Rupees

Particulars

Year ended 31st

March, 2018

Year ended

31st March 2017

Cash flows from operating activities

Profit before taxation 21,698,731 94,563,980

Adjustments for:

Depreciation 12,730,661 11,360,043

Dividend Income (60,000) (60,000)

Interest Received (83,634) (431,509)

Interest expense 5,586,265 7,585,475

(Profit) / Loss on the sale of property, plant & equipment 22,380 -

Operating Profits before Working Capital Changes 39,894,403 113,017,989

Working capital changes:

(Increase) / Decrease in trade receivables 67,115,402 (68,576,052)

(Increase) / Decrease in inventories (11,048,336) 4,398,865

(Increase) / Decrease in Other receivables 4,154,757 (27,587,387)

(Increase) / Decrease in Long term Loans and advances 2,555,649 (4,674,092)

Increase / (Decrease) in trade payables (15,333,569) 14,822,506

Increase / (Decrease) in other payables (9,206,308) 5,329,336

Cash generated from operations 78,131,999 36,731,165

Income taxes paid( Deferred tax liability written off) (6,631,997) (15,863,355)

Net cash from operating activities (A) 71,500,002 20,867,810

Cash flows from investing activities

Purchase of Fixed Assets (54,873,685) (36,769,373)

Proceeds from sale of equipment 1,483,000 -

Adjusted against accumulated balances write off - (7,022,468)

Dividend income 60,000 60,000

Interest Received 83,634 431,509

Net cash used in investing activities(B) (53,247,051) (43,300,332)

TOTAL (A+B) 18,252,951 (22,432,523)

Cash flows from financing activities

Increase / (Decrease) in Short term Borrowings - Cash credit facility &

Packing Credit (33,550,199) 42,950,218

Proceeds from issue of share capital 21,907,398 -

Proceeds from Term loan (7,470,097) 3,008,050

Interest on Loan (5,586,265) (7,585,475)

Payment of unsecured loan from Director 13,461,000 (19,619,910)

Net cash used in financing activities [C] (11,238,165) 18,752,881

Net increase in cash and cash equivalents (A+B+C) 7,014,786 (3,679,641)

Cash and cash equivalents at beginning of period

1,079,435

4,759,076

Cash and cash equivalents at end of period 8,094,222 1,079,435

Components of Cash and cash equivalents

Cash in hand

Balances with Scheduled banks :

in current accounts

in deposits accounts

25,388

86,380

7,383,834

685,000

918,055

75,000

Cash and cash equivalents in Cash Flow Statement 8,094,222 1,079,435

As per our Report attached of even date










Sd/- Sd/-

Sd/-

Sd/-

Sd/-


Notes To and Forming Part of the Balance Sheet

March 31,2018 March 31,2017

Amount Amount

Note A : Share Capital

Authorised:

1,50,00,000 Equity Shares of Rs. 10 each (Previous Year: 1,50,00,000 Equity Shares of

Rs. 10 each) 150,000,000 150,000,000

Issued, Subscribed and Paid-up:

1,27,82,750 Equity Shares of Rs.10 each fully paid up, (Previous Year: 1,20,93,750

Equity Shares of Rs.10 each fully paid up) 127,827,500 120,937,500

Total 127,827,500 120,937,500

Of the above:

During the previous year ended 31 March 2018, the Company had completed the initial

public offer (IPO), pursuant to which, 34,44,000 Equity Shares of Rs. 10 each, were

alloted at a premium of Rs. 32 each (Total Issue price being Rs. 42 per 1 equity share) ,

fully paid up in IPO, consisiting of fresh issue of 689,000 equity shares and offer for sale

of 27,55,000 equity shares by selling shareholders. All the shares were issued to public.

The Company has been listed on National Stock Exchange (NSE) Emerge on 2nd June

2017

The company has only one class of shares referred to as equity shares having a par value

of Rs.10/-. Each holder of equity shares is entitled to one vote per share.

Details of Share holder holding more than 5% Shares in the company

Name of Shareholder % No of Shares % No of Shares

Mr. Sunil H Pophale 61.78% 7,897,625 87.36% 10,565,625

Ms. Aditi S Pophale 11.73% 1,500,000 12.40% 1,500,000

TOTAL 9,397,625 12,065,625

12,782,750 12,093,750

Note B : Reserves and Surplus

Securities Premium Account

Opening Balance 44,562,500 117,125,000

Less : Utilised during the year for Issuing bonus shares - (72,562,500)

Less : Utilised during the year for IPO costs 7,030,602

Add : Premium received during the year in respect of shares issued in IPO 22,048,000 -

Closing balance 59,579,898 44,562,500

Brokerage Expenses in connection with the IPO amouted to Rs 82.80 lacs (including

Service Tax) , of which Rs 16.56 lacs have been adjusted towards the securities premium

reserve during the previous year ended 31 March 2018 and balance expenses have been

borne by the selling shareholders.

Other IPO expenses amounting to Rs.53.74 lacs , directly attributable to the Company

(such as legal counsel cost, auditor fee, Listing fee and stamp duty expense) have been

adjusted towards the securities premium reserves.

Surplus / ( Loss ) in the statement of Profit & Loss

Opening Balance 69,188,024 9,081,129

Profit / ( Loss ) of the current year 17,659,502 60,106,895

Closing balance 86,847,526 69,188,024

Total 146,427,424 113,750,524



March 31,2018 March 31,2017

Amount Amount

Note C: Long-term borrowings

(a) Secured Loan

1) Term Loans

Soft Loan From Small Industries Development Bank of India 1,352,000 1,640,000

(Secured by Plant & Machinery and charge on the assets and personal guarantee of

directors )

(Above term loan will be settled as on 10/09/2023 Balance Sheet date 31/03/2024)

Number of Installment due 65 Rs.24000/- and last 1 Installment of Rs.80,000/-,

Term Loan From Small Industries Development Bank of India 12,060,000 14,700,000


directors )


Number of Installment due 53 Rs.2,20,000/- and 1 Installment of Rs.4,00,000/-,

From Axis Bank Ltd 12,406,749 21,304,050


directors )


Number of Installment due 21, Amount of Installment Rs.7,10,151/-,

Above term loan is FCTL in USD, outstanding as on 31/03/2018 USD 315838.84

and applicable rate of Interest is LIBOR + 425 BPS)

From Kotak Mahindra Prime Ltd 4,355,203 -

(Secured by Car )


Number of Installment due 54, Amount of Installment Rs.1,19,288/-, (Inclusive of

Finance Charges)

(b) Unsecured Loans

Loan from Promotor Director Mr.Sunil H Pophale 13,521,937 60,937

43,695,889 37,704,987

Note D : Deferred Tax Liability (Net)

Deferred Tax Liability

Difference in depreciation and other differences in block of fixed assets as per tax books

and financial books (24,377,568) (27,078,866)

Gross Deferred Tax Liability (24,377,568) (27,078,866)

Deferred Tax Assets

Carry Forward Loss and depreciation - -

Provision for Bonus 424,124 490,220

Provision for Leave Encashment 453,231 458,100

Provision for Gratuity and LTA 1,185,069 1,222,633

Gross Deferred Tax Assets 2,062,423 2,170,953

Net Deferred tax liability (22,315,145) (24,907,912)

Note E: Other Long term Liabilities

Trade Payables 2,039,985 1,945,800

Payables on purchase of fixed assets 589,729 589,724

2,629,714 2,535,524

Note F: Long Term Provisions

Provision for Employee Benefits :

Provision for Gratuity 3,447,263 2,609,174

Provision for Leave Encashment 1,398,225 975,645

4,845,488 3,584,819



March 31,2018 March 31,2017

Amount Amount

Note G: Short-term borrowings

Secured Loan

Cash Credit Facility


(Secured by an exclusive charge by way of hypothecation of Stock & Book Debts)

Packing Credit - 29,817,488.00

From Axis Bank Ltd


directors )

40,760,398 74,310,598

Note H: Trade Payable

Creditors for Goods 14,058,265 24,589,905

Other Creditors 7,812,607 12,614,536

21,870,872 37,204,441

Note I: Other Current Liabilities

Current maturities of long-term debt

Term Loans

Soft Loan From Small Industries Development Bank of India 288,000 288,000


directors )


Number of Installment due 65 Rs.24000/- and last 1 Installment of Rs.80,000/-,

Term Loan From Small Industries Development Bank of India 2,640,000 2,640,000


directors )


Number of Installment due 53 Rs.2,20,000/- and 1 Installment of Rs.4,00,000/-,

From Axis Bank Ltd - 4,283,736


directors )

(Above term loan has been settled as on 01/06/2017 Balance Sheet date 31/03/2018)





Number of Installment due 29, Amount of Installment Rs.7,10,151/-,



From Kotak Mahindra Prime Ltd 1,036,227 -

(Secured by Car )


Number of Installment due 54, Amount of Installment Rs.1,19,288/-, (Inclusive of

Finance Charges)

Other Payables

Advance from Customers - -

Payables on purchase of fixed assets 4,350,957 43,634

Statutory Dues 889,119 894,556

Retention Amount Payable 40,900 40,900

17,412,196 16,322,713

Note J: Short Term Provisions

Provision for Employees Benefit

Provision for L.T.A. 755,130 673,145

Provision for Bonus 1,524,530 1,482,685

Provision for Gratuity 57,379 415,571

Provision for Leave Encashment 230,929 409,891

Salary and Other Payables (including director remuneration payable ) 2,830,196 2,298,436

Provision Others

Provision for Tax 5,226,318 19,280,508

Provision for Expences 3,751,427 1,466,322

Others - -

14,375,909 26,026,558



Notes K, L, & M : Fixed Assets Amount

DescriptionAs at April 1,

2017Additions

Deletions /

Adjustments

As at

March 31, 2018

As at April 1,

2017

For the

Year

Deletions /

Adjustments

As at

March 31,

2018

As at

March 31, 2018

As at

March 31, 2017

Note K :Tangible Assets

Freehold land 4,472,000 8,330,260 - 12,802,260 - - - - 12,802,260 4,472,000

Buildings 64,431,068 1,919,485 - 66,350,553 15,772,925 2,100,542 - 17,873,467 48,477,086 48,658,143

Air Conditioners 206,017 168,460 - 374,477 171,799 9,481 - 181,280 193,197 34,218

Office Equipments 4,324,965 - (28,943) 4,296,022 3,835,678 111,797 (27,496) 3,919,979 376,043 489,287

Plant and machinery 88,464,358 6,537,614 (2,915,173) 92,086,798 33,098,165 3,555,721 (1,510,956) 35,142,930 56,943,868 55,366,193

Solar Power & Water Heater Plant 29,972,383 - 29,972,383 967,328 1,898,251 2,865,579 27,106,804 29,005,055

R & D Lab & Equipments 971,998 3,696,751 (45,765) 4,622,984 237,306 81,036 (27,617) 290,725 4,332,259 734,692

Q.C. Equipments 17,995,473 5,510,444 - 23,505,917 6,455,942 902,197 - 7,358,139 16,147,778 11,539,531

ETP 2,517,783 3,116,605 - 5,634,388 714,309 163,579 - 877,888 4,756,500 1,803,474

Utility 20,413,084 529,366 (205,706) 20,736,744 8,608,122 760,744 (124,138) 9,244,728 11,492,016 11,804,962

Electrical installation 12,233,652 - - 12,233,652 7,971,667 1,494,274 - 9,465,941 2,767,711 4,261,985

Computers 2,248,967 340,160 - 2,589,127 1,970,946 150,782 - 2,121,728 467,399 278,021

Furniture and fixtures 2,252,729 89,050 - 2,341,779 1,168,523 253,893 - 1,422,416 919,363 1,084,206

Vehicles 3,066,765 8,647,071 (1,020,700) 10,693,136 2,346,449 816,082 (1,020,700) 2,141,831 8,551,305 720,316

Total 253,571,242 38,885,266 (4,216,287) 288,240,220 83,319,159 12,298,379 (2,710,907) 92,906,631 195,333,589 170,252,082

Note L :Intangible Assets

Computer Softwares 2,253,183 1,009,247 - 3,262,430 1,727,337 368,135 - 2,095,472 1,166,958 525,846

ERP Software 739,416 - - 739,416 327,202 64,147 - 391,349 348,067 412,214

Total 2,992,599 1,009,247 - 4,001,846 2,054,539 432,282 - 2,486,821 1,515,025 938,060

Note M :Capital Work-in-Progress

Capital Advances 861,154 15,840,326 (861,154) 15,840,326 - - - 15,840,326 861,154

Total 861,154 15,840,326 (861,154) 15,840,326 - - - - 15,840,326 861,154

Grand Total 257,424,995 55,734,839 (5,077,441) 308,082,392 85,373,698 12,730,661 (2,710,907) 95,393,452 212,688,940 172,051,296

Previous year 213,940,520 36,769,373 - 257,424,995 81,036,124 11,360,043 (7,022,468) 85,373,698 172,051,296 139,619,497

Gross block Depreciation / Amortization Net block



March 31,2018 March 31,2017

Amount Amount

Note N: Non-Current Investments

Unquoted Investments

Investments in Govt Securities

6 years National Saving Certificate VIII issue 10,000 10,000

Investment in equity instruments (unqouted)

Equity Shares of NKGSB Co-Op Bank Ltd 500,000 500,000

(of the above 50,000 Equity Shares of NKGSB Co-op Bank Ltd bearing

Face Value of Rs.10/- each)

510,000 510,000

Note O: Long-term loans and advances

Advance to Customers 40,029,233 40,029,233

Mat Credit entitlement

MAT credit FY 2014-15 2,578,235 3,380,431

MAT credit FY 2015-16 10,113,148 10,113,148

MAT credit FY 2016-17 3,248,160 3,851,643

MAT credit FY 2017-18

Deposits - Others 2,365,796 1,820,638

VAT Credit (Input) Receivable -Earlier Period 4,377,119 3,583,321

VAT Credit (Input) Receivable - Current Period 1,837,015 4,325,941

64,548,706 67,104,355

Note P: Other non-current assets

Interest accrued but not received on NSC, FD and Others 15,702 9,341

Insurance Claim Receivable 1,963,602 1,963,602

1,979,304 1,972,943

Note Q : Inventories (at lower of cost and net realisable value)

Raw Materials 21,362,917 12,119,469

Packing Materials 381,799 243,355

Works In Progress 5,845,479 5,077,656

Finished Goods 3,287,874 2,389,253

Total 30,878,069 19,829,733

Note R : Trade receivables

Debts outstanding for a period exceeding six months -

Unsecured, considered good 132,261 144,597

Unsecured, Considered doubtful - -

Other debts

Unsecured, considered good 85,971,811 153,074,877

Unsecured, considered doubtful - -

86,104,072 153,219,474

Less: Provision for doubtful debts - -

Total 86,104,072 153,219,474

Note S : Cash and cash equivalents

Cash on hand 25,388 86,380

Balances with Scheduled banks :

in current accounts 7,383,834 918,055

in deposits accounts ( Fised deposits with maturity more than three months 685,000 75,000

Total 8,094,222 1,079,435



March 31,2018 March 31,2017

Amount Amount

Note T : Short-term loans and advances

(Unsecured, Considered good unless otherwise stated)

Advances recoverable in cash or in kind for value to be received

Loans and Advances To Related Parties ( Refer note 11.2) - 25,000,000

Advances to suppliers 6,946,065 2,182,732

Loans and Advances to Staff 701,510 460,581

(Secured to the extent of Rs. Nil (Previous Year: Rs. Nil)

Advance tax - F.Y 13-14 260,045 260,045

Advance tax - F.Y 16-17 - 5,500,000

Advance tax - F.Y 17-18 5,700,000

TDS Receivable 3,011,508 2,494,617

Balances with Customs, Port Trust, Excise etc. GST Receivables 16,012,088 5,053,165

Deposit others 1,446,480

Prepaid Expenses 3,276,432 564,106

Total 37,354,128 41,515,246

Note U : Other Current Assets

Others 3,094 3,094

Total 3,094 3,094


Notes To and Forming Part of the Profit and Loss Accounts

March 31,2018 March 31,2017

Amount Amount

Note 1 : Revenue from operations

Sales of Goods (Gross) 114,307,441 222,366,191

Less - Excise Duty 3,184,205 16,825,485

111,123,236 205,540,706

Service Income 144,465,089 144,747,118

255,588,325 350,287,824

Note 2 : Other income

Interest on

- NSC, FD and Others 83,634 431,509

- Income Tax, Sales Tax and Others - -

Dividend Received 60,000 60,000

Discount Received 13,212 -

Exchange Diference (Gain) 475,060 572,504

Insurance Claim Received - -

Excise Rebate (MEIS) 3,221,976 2,376,386

Miscellaneous Income 2,664 -

Total 3,856,546 3,440,399

Note 3 : Cost of Materials consumed

Raw Materials

Opening stock 12,119,469 14,594,178

Purchases during the year 77,076,978 111,364,415

Inventory Gain - 1,351,787

Closing stock 21,362,917 12,119,469

Raw material consumed 67,833,530 115,190,910

Packing Materials

Opening stock 243,355 168,620

Purchases during the year 688,260 1,259,384

Closing stock 381,799 243,355

Packing material consumed 549,816 1,184,649

Total 68,383,346 116,375,559

Note 4 : Purchase of Stock-in-Trade

Trading goods purchased - -

- -

Work-In-Progress

Opening Stock 5,077,656 7,343,889

Less: Closing Stock 5,845,479 5,077,656

(767,823) 2,266,233

Finished Goods

Opening Stock 2,389,253 2,121,911

Less: Closing Stock 3,287,874 2,389,253

(898,621) (267,342)

Stock-in-Trade

Opening Stock - -

Less: Closing Stock - -

- -

(1,666,444) 1,998,891

Note 5 : Changes in Inventories of Finished Goods, Work-in-

progress and Stock-in-Trade


Notes To and Forming Part of the Profit and Loss Accounts

March 31,2018 March 31,2017

Amount Amount

Note 6 : Employee Benefit Expense

Salaries, Wages and Bonus

(Including Directors Remuneration, Refer Note 11 [10.7]) 36,880,336 31,931,261

Contribution to Provident and other funds 2,857,427 2,386,610

Gratuity Expenses (Refer Note 11.05 ) 954,012 1,522,639

Workmen and Staff Welfare Expenses 3,968,390 3,386,870

Total 44,660,165 39,227,380

Note 7 : Financial Expenses

Interest

- On Term Loan from Axis Bank/SIDBI 2,526,846 4,123,084

- On Bank Cash credit facility 2,849,261 3,457,860

- On Loan from NBFC 210,158 4,531

Bank Charges 1,208,169 933,580

Total 6,794,435 8,519,055

Note 8 : Depreciation and Amortization Expenses

Depreciation on Tangible Fixed Assets 12,298,379 11,097,352

Depreciation on Intangible Fixed Assets 432,282 262,691

Total 12,730,661 11,360,043

Note 9 : Manufacturing Expenses

Consumption of Consumables, Stores and Spares 8,140,091 5,310,015

Labour Charges 25,315,639 22,485,857

Job Work Charges 322,560 -

Power and Fuel 24,933,362 25,928,852

Rates and Taxes 3,598,881 2,243,772

Repairs and Maintenance of Plant and Machinery 11,719,788 7,642,790

Total 74,030,320 63,611,285

Note 10 : Other Expenses

Repairs and Maintenance of:

- Building 1,321,100 413,757

- General and Others 6,933,301 5,336,869

Insurance 1,000,728 1,045,531

Exchange Difference (Loss) - -

Printing and Stationery 717,987 396,669

Communication Costs 548,773 407,112

Travelling and Conveyance 4,649,067 5,240,629

Legal and Professional Charges 4,918,575 5,455,959

Rent 429,500 220,000

Interest /Penalties 920,270 -

Auditors' Remuneration (Refer Note 11 [10.8]) 135,000 135,000

Freight and Forwarding Charges 2,104,333 2,359,322

Advertisement and Sales Promotion 731,761 117,255

Commission 283,958 8,461

Security Charges 2,038,661 1,903,784

Loss on Sale of Asset 22,380 -

Corporate Social Responsibility Expenses 1,627,260 712,514

Administration Expenses 5,052,325 1,330,632

Total 33,434,979 25,083,494


Notes to the accounts

Note 11

01 Segment Information

I. Business Segments

The Company is only engaged in the business of manufacturing of Speciality Chemicals, Intermediates & API.

II. Geographical Segments

Geographical Segments

Particulars March 31, 2018 March 31, 2017

Amount Amount

Sales Revenue by Geographical Market (including Service Income)

India 216,516,427 178,857,086

Outside India 39,071,898 171,430,738

Total 255,588,325 350,287,824


Amount Amount

Carrying amount of Segment Assets and Intangible Assets

India 196,848,614 171,190,142

Outside India - -

Total 196,848,614 171,190,142

Additions to Fixed Assets including Capital Work In Progress

India 55,734,839 36,769,373

Outside India - -

Total 55,734,839 36,769,373

The following table shows the distribution of the Company’s consolidated sales by geographical market, regardless of where the goods were

produced.

Assets and additions to tangible and intangible fixed assets by geographical area: The following table shows the carrying amount of segment

assets and addition to segment assets by geographical area in which assets are located:

Disclosed based on revenues within India ( sales to customers in India ) and revenues outside India (sales to customer located outside India.)



Note 11

02 Related Parties

Related party disclosures:

Name of related parties with whom transactions have taken place during the year:

Key Management Personnel Director Mr. Sunil H. Pophale

Director Mrs. Meena S. Pophale

Director Mr. Vasant P. Jagtap (Retired w e f 30/09/2017)

Director Mr. Pramod W Gajare (Appointed w e f 11/09/2017)

Enterprises over which key management personnel exercise 1 Zenvision Pharma LLP

significant influence 2 ReecordCure Enterprises

3 Reelabs Pvt Ltd

4 Starkut Media & Entertaiment pvt Ltd

a) Related party transactions:

Particulars

March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Purchase of goods - - - - - -

Sale of goods - - - - - -

Services Provided - - - - - -

Security Deposit Given - - - 25,000,000 - 25,000,000

Security Deposit Returned - - 25,000,000 - 25,000,000 -

Purchase of fixed assets - - - - - -

Interest received - 290,411 - - - 290,411

Loan taken 21,461,000 21,500,000 - - 21,461,000 21,500,000

Loan given 2,005,660 10,000,000 - - 2,005,660 10,000,000

Loan repaid to 8,000,000 41,119,910 8,000,000 41,119,910

Loan repaid by 2,005,660 10,000,000 2,005,660 10,000,000

Dividend paid - - - - - -

Managerial remuneration * 4,736,540 4,868,134 - - 4,736,540 4,868,134

Closing Outstanding Balances: -

Receivables - - - 25,000,000 - 25,000,000

Payables 13,521,937 60,937 126,000 126,000 13,647,937 186,937

d) Details of transactions with related parties, exceeding 10% of line transactions.

Particulars

March 31, 2018 March 31, 2017

Managerial remuneration:

Director -Mrs. Meena S Pophale 1,200,000 1,200,000

Director -Mr.Sunil H Pophale 1,200,000 1,200,000

Director -Mr.Vasant P Jagtap

(Retired w e f 30/09/2017) 1,234,067 2,468,134

Director -Mr.Pramod W Gajare

Appointed w e f 11/09/2017) 1,102,473 -

Total 4,736,540 4,868,134

Loan taken :

Director -Mr.S H Pophale 21,461,000 20,800,000

Director - Vasant Jagtap - 700,000

Total 21,461,000 21,500,000

Loan given :

W T Director -Mrs.Meena S Pophale 2,005,660 10,000,000

Total 2,005,660 10,000,000

Loan repaid to :

Director -Mr.S H Pophale 8,000,000 40,419,910

Director - Vasant Jagtap - 700,000

Total 8,000,000 41,119,910

Loan repaid by :

W T Director -Mrs.Meena S Pophale 2,005,660 10,000,000

Total 2,005,660 10,000,000

Interest received :

W T Director -Mrs.Meena S Pophale - 290,411

Total - 290,411

Security Deposit given:

Zenvision Pharma LLP - 25,000,000

Total - 25,000,000

Security Deposit returned:

Zenvision Pharma LLP 25,000,000 -

Total 25,000,000 -

The company has entered into an agreement on 13 January 2017 with Zenvision Pharma LLP for offering its manufacturing

facility on Loan and License basis . Mr. Sunil Haripant Pophale (Managing Director) is a designated Patner in Zenvision pharma

LLP. Purrsuant to the agreement , the Company has given a security deposit to Zenvision Pharma LLP of Rs. 2,50,00,000 (Rupees

Two crore fifty lacs only) during the last financial year.The same is now returned by Zenvision Pharma LLP in current financial

year on 2 May 2017.

Key Management Personnel

Total

Enterprises owned or significantly

influenced by key management personnel

or their relativesKey Management Personnel

* As the future liabilities for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to individual basis is not ascertainable and therefore

not included above.



Note 11

March 31, 2018 March 31, 2017

Amount Amount

03 Capital Commitments

20,211,346 197,187

04 Provisions and Contingencies

Bank Gaurantee provided to Maharshtra Pollution Control Board of Rs 10,00,000/-

Estimated amount Of contracts remaining to be executed on capital account and not provided for



Note 11

05 Gratuity and other post-employment benefit plans

(i) Defined Benefit Plans –

March 31, 2018 March 31, 2017

Amount Amount

Profit and Loss Account

Net employee benefit expense (recognized in Employee Cost)

Current service cost 625,124 543,396

Interest cost on benefit obligation 208,305 150,247

Expected Return on plan assets (153,200) (184,886)

Net Actuarial (gain)/ loss recognized in the year 126,307 475,166

Net benefit expense 806,536 983,923

Actual return on plan assets 153,200 184,886

Balance Sheet

Net liability recognised in the balance sheet

Defined benefit obligation 3,504,643 3,024,745

Fair value of plan assets 2,870,939 2,798,418

Plan (Liability) (633,704) (226,327)

Changes in the present value of the defined benefit obligation are as follows:

Opening defined benefit obligations 3,024,745 1,902,106

Interest cost 208,305 150,247

Current service cost 625,124 543,396

Benefits paid 494,692 48,046

Actuarial (gain)/Loss on obligations 141,161 477,042

Closing defined benefit obligations 3,504,643 3,024,745

Changes in the fair value of plan assets are as follows:

Opening fair value of plan assets 2,798,418 2,303,751

Planned assets transferred from Fem Care

Expected return on plan assets 153,200 184,886

Contributions by employer 399,159 355,951

Benefits paid 494,692 48,046

Actuarial (gain)/Loss on Plan Assets 14,854 1,876

Closing fair value of plan assets 2,870,939 2,798,418

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on

departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company

in the form of a qualifying insurance policy. The Company has provided for gratuity based on actuarial valuation done as per

Projected Unit Credit Method.

The following tables summarize the components of net benefit expense recognized in the profit and loss account and the funded

status and amount recognized in the balance sheet for the respective plans.



Note 11

05 Gratuity and other post-employment benefit plans

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows.

March 31, 2018 March 31, 2017

Category of Assets % %

Investment with Insurer 100 100

The principal assumptions used in determining benefit obligations are shown below:

Discount rate 7.50% 7.50%

Expected rate of return on assets 8.11% 6.01%

Withdrawal rate 1.00% 1.00%

Expected rate of Salary increase 5.00% 5.00%

Mortality Pre-retirement LIC(2006-08)

Ultimate

LIC(2006-08)

Ultimate

(ii) Defined Contribution Plans –

06 Derivative Instruments and Un-hedged Foreign Currency Expsoure

a Particulars of Unhedged Foreign Currency Exposure as at the Balance Sheet date

Particulars Currency

Foreign

CurrencyAmount

Foreign

CurrencyAmount

Export Debtors USD 78,830 5,134,986 1,080,990 70,113,011

Import Crediors USD 58,100 3,784,634 157,289 10,201,765

Advance to Import Crediors USD 26,700 1,739,238 - -

FCTL from Banks USD 279,835 18,228,456 519,884 33,719,672

EEFC account in Axis Bank USD 36,004 2,345,286 - -

The overall expected rate of return on assets is determined based on the market prices

prevailing on that date, applicable to the period over which the obligation is to be settled.

March 31, 2018 March 31, 2017

The estimate of future salary increase, considered in the actuarial valuation, takes account of inflation, security, promotion and other

relevant factors such as supply and demand in the employment market.

Amount of Rs.28,57,427/- (Previous Year: Rs.23,86,610/-) is recognized as an expense and included in Note 6 - "Contribution to Provident

and other funds" in the Profit and Loss account.

The Company does not enter into any derivate contracts to hedge its risk associated with foreign currency fluctuations for its revenue

transactions. There are no accounts payables denominated in foreign currency at year end. The unhedged foreign currency exposure in

respect of accounts receivable and loans and advances at the year end is given below:



Note 11

07

08 Earning Per Share (EPS)

As per Last year Splitted shares

Particulars March 31, 2018 March 31, 2017 March 31, 2017

Amount Amount Amount *

Basic and Diluted earning per share

Profit after tax attributable to equity shareholders (in Rs.) 17,659,502 60,106,895 60,106,895

Calculation of Weighted Average number of Equity Shares

Number of equity shares at the beginning of the year 12,093,750 12,093,750 12,093,750

Number of shares issued during the year 689,000 - -

Number of equity shares outstanding at the end of the year 12,782,750 12,093,750 12,093,750

Weighted average number of equity shares outstanding during the year 12,665,714 12,093,750 12,093,750

Basic and diluted earnings per share (in Rs.) 1.39 4.97 4.97

Face Value per share (in Rs.) 10 10 10

09 Details of due to Micro, Small and Medium Enterprises as per MSMED Act, 2006


Amount Amount

Principal amount outstanding as at March 31, 2018 121,533 405,450

Interest due as on March 31, 2018 - -

Excise duty on sales amounting to Rs.31,84,205/- (Previous Year: Rs.1,68,25,485/-) has been reduced from sales in Profit & Loss

account and has been considered as (income) / expense in Note No 9 & 10 financial statements.

*Note :The company has split the Equity shares of denomination of Rs 100 to Denomination of Rs 10/- on 17/08/2016. The previous year as at

The Company has declared bonus shares in the ratio of 3:2 (3 share bonus for Every 2 shares held in Company) on 27/02/2017 to all existing shares



Note 11

10

10.1 Licensed capacity, Installed Capacity and Actual Production

Licensed Capacity (*): Not applicable (Previous Year: Not Applicable)

Particulars Units

March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Quantity Quantity Quantity Quantity

Chemicals Tons 150 150 91 134

* As certified by the Management and relied upon by the Auditors being technical matter

10.2 Details of Finished Goods

Opening stocks (including inventory acquired):

Particulars Units

Quantity Amount Quantity Amount

Chemicals Tons 2.99 2,389,253 0.34 2,121,911

2.99 2,389,253 0.34 2,121,911

Closing Stocks:

Particulars Units


Chemicals Tons 2.33 3,287,874 2.99 2,389,253

2.33 3,287,874 2.99 2,389,253

10.3 Sales

Particulars Units


Chemicals Tons 90.24 111,123,236 134.24 205,540,706

90.24 111,123,236 134.24 205,540,706

March 31, 2017

Additional Information pursuant to the provisions of paragraphs 3, 4, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

March 31, 2018 March 31, 2017

March 31, 2018

Installed Capacity * Actual Production

March 31, 2018 March 31, 2017



Note 11

10

10.4 Consumption of Raw Materials

Particulars Units


Aloe Vera Juice (RM) Tons 64.85 3,696,450 62.55 3,565,536

Iso Propyl Alcohol Tons 61.22 4,754,235 271.68 18,407,737

Hydrochloric Acid 36% To 38% Tons 37.11 946,317 180.03 5,092,182

Methanol Tons 32.57 995,766 16.68 498,043

Ethylene Di-Chloride Tons 31.94 1,259,732 198.26 6,658,719

Aluminium Chloride Tons 26.01 1,157,663 162.05 7,271,131

Methylene Chloride (MDC) Tons 18.56 984,675 0.60 27,305

Hexane Tons 17.32 1,300,876 13.52 938,381

Nitromethane 99.5% Tons 16.74 2,731,423 104.29 15,736,824

Sodium Hydroxide Tons 14.98 734,736 5.87 222,433

Ethyl Acetate Tons 9.36 625,171 1.33 81,036

Phenol Crystal Tons 9.24 847,326 57.75 5,141,446

Acetic Acid Glacial Tons 8.29 469,675 3.62 146,341

Anhydrous Hcl (AHCL) Cylinder Tons 7.61 2,918,211 26.94 10,658,952

Aminoacetonitrile Hydrochloride Tons 7.43 3,956,722 46.26 28,968,307

Others - 40,454,552 11,776,538 -

Total 67,833,530 115,190,910

10.5 Value of imports calculated on CIF basis 66,716,902 118,374,450


Amount Amount

Raw Material 20,523,286 44,776,133

Capital Goods 3,876,294 -

Total 24,399,580 44,776,133

10.6 Imported and indigenous raw materials consumed

Particulars

Amount % Amount %

a) Imported 18,082,802 26.66 48,106,180 41.76

b) Indigenously obtained 49,750,728 73.34 67,084,731 58.24

Total 67,833,530 100.00 115,190,910 100.00

Additional Information pursuant to the provisions of paragraphs 3, 4, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

March 31, 2018 March 31, 2017

March 31, 2018 March 31, 2017



Note 11

10.7 Directors' Remuneration March 31, 2018 March 31, 2017

Amount Amount

To Executive Directors:

Salaries 4,587,012 4,754,713

Perquisites - -

Contribution to Provident and Other funds 149,528 113,421

Other allowances including Commission - -

(includes directors' sitting fees of Nil (Previous Year: Rs. Nil))

4,736,540 4,868,134

10.8 Auditors' Remuneration March 31, 2018 March 31, 2017

Amount Amount

Statutory audit fees (Inclusive Service Tax) 85,000 85,000

Tax Audit Fees 25,000 25,000

VAT Audit Fees 25,000 25,000

Out of pocket expenses - -

135,000 135,000

10.9 Expenditure in foreign currency (on Cash basis) March 31, 2018 March 31, 2017

Amount Amount

Travelling expenses 830,230 1,375,616

Business Promotion, Exhibition Expenses (Including Advance/Prepaid) 360,200 -

Legal Expenses - -

1,190,430 1,375,616

10.10 Earnings in foreign currency (on Cash basis) March 31, 2018 March 31, 2017

Amount Amount

FOB value of exports 39,071,898 171,430,738

39,071,898 171,430,738

11 Details of Revenue Expenditure directly related to R&D

Raw material consumed 1,449,409 214,060

Packing Material - -

1,449,409 214,060

12 Previous year comparatives

Previous year’s figures have been regrouped, where necessary to conform to the current year’s classification.


For S R Rahalkar & AssociatesFor and on behalf of the Board of Directors of






Laxmikant S Potdar Jayesh Vaishnav

Chief Financial Officer Company Secretory

Place : Mumbai

Date : May 30, 2018

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